The Board currently comprises seven Non-executive Directors and the Managing Director/Chief Executive . All Directors have entered into appointment agreements and deeds of indemnity, insurance and access. The minimum number of Tatts Group Limited Directors is three and the maximum number is nine unless the Tatts Group Limited shareholders resolve to vary that number.

Tatts Group Limited Directors are elected at Annual General Meetings of Tatts Group Limited. The Board has resolved that it will have eight members. The Managing Director/Chief Executive will not retire by rotation. Provided that Tatts Group Limited has three or more Directors, one third of the Directors (rounded down to the nearest whole number) will retire at each Annual General Meeting. In any case, no Director may retain office for more than three years or after the third Annual General Meeting following the Director's appointment, whichever is the longer period. In each case, the retiring Director may then seek re-election.

Potential directors will be nominated for appointment to the Board on the basis of a number of criteria including their identified skills and experience. This information will be communicated to shareholders to assist them in their decision whether to elect the nominee at the relevant Annual General Meeting.

Any person invited to join the Board will enter into an appointment agreement setting out the director's duties, rights, responsibilities and the terms and conditions associated with that appointment. All new directors appointed to the Board will undertake an induction program coordinated by the Company Secretary.

Before each Annual General Meeting, the Chairman will determine those Directors who are required to retire by rotation, in accordance with the Company’s Constitution. Retiring Directors who are seeking re-election are subject to a performance appraisal overseen by the Governance and Nomination Committee and reappointment is not automatic. Following that appraisal, the Board, on the recommendation of the Governance and Nomination Committee, makes a determination as to whether it will endorse a retiring Director for re-election. The Board will not endorse a Director for re-election if his or her performance is not considered satisfactory. The Board will advise shareholders in the Notice of Meeting whether or not re-election is supported.

Tatts Group Limited has an induction program to facilitate immediate involvement in Board activities by any new directors. Tatts Group Limited also recognises that Board members must be provided with a range of opportunities for professional development. The Board encourages Directors to identify areas for professional development, and Tatts Group Limited will provide the Directors with sufficient access to appropriate resources.

Each member of the Board is required to apply independent judgement to decision making in their capacity as a Director. A Non-executive Director will be considered independent by the Board if no relationship exists between the Director and Tatts Group Limited that may interfere with the exercise of their independent judgement. The Board considers the factors outlined below when assessing the independence of each Non-executive Director, being whether:

• The Director is or has been a substantial shareholder of the Company or an officer of, or otherwise associated directly with, a substantial shareholder of the Company;
• The Director is or has been a Tatts Group Limited employee in the previous three years;
• The Director is or has been a material professional adviser or consultant to the Group in the previous three years;
• The Director is or has been a material supplier or customer of the Group or an officer of, or otherwise associated directly or indirectly with, a material supplier or customer;
• The Director has or has had material contractual relationships with the Group other than as a Director;
• The Director's length of tenure may materially interfere with the ability to act in the Company's best interests; and
• The Director has any material business or other relationships which may materially interfere with the ability to act in the Company's best interests.

Family ties and cross directorships may also be relevant in considering interests and relationships which may compromise a Non-executive Director's independence. The test of whether a relationship is material is based on the nature of the relationship and the circumstances of the Director. Materiality is considered from the perspective of the Company, the Director and the person or entity with which the Director has a relationship.

The Board considers the factors relevant to assessing independence and determines the independence of its Non-executive Directors, and the Board as a whole, each year. This review has recently been carried out in respect of members of the Board and all Non-executive Directors were considered to be independent with the exception of Mr Bob Bentley, who as Chairman of Queensland Thoroughbred Racing Board is indirectly associated with a material supplier to UNiTAB Limited. The Board acknowledges that, in accordance with the ASX Recommendations, it has a majority of Directors (including the Chairman) who are considered to be independent.

The Governance and Nomination Committee has responsibility for organising Board performance evaluation. Given that the post merger Board has now been working together for close to 12 months, it was thought appropriate to undertake a Board evaluation process.

That evaluation process has commenced and is scheduled for completion before the Annual General Meeting. It is then proposed to undertake an evaluation process of individual Board members during 2008. However, individual Board members up for re-election this year have been evaluated by the Non-Executive Directors. The Board evaluation process will involve the completion of a questionnaire by Directors and appropriate senior executives on a confidential basis. The results of those questionnaires will be compiled by the Company Secretary and an issues paper prepared for discussion by the Board.

External advice may be sought by a Director in accordance with the terms of the Director's appointment agreement. Each Non-executive Director's appointment agreement provides that:

• The Director is or has been a substantial shareholder of the Company or an officer of, or otherwise associated directly with, a substantial shareholder of the Company;
• Professional advice generally in relation to the discharge of the Director's responsibilities to the Company may be sought;
• The Chairman must be notified before advice is sought;
• Any advice obtained may be given to the Board, if appropriate as determined by the Chairman; and
• The Company will reimburse reasonable expenses where the above procedures have been followed.

The Board has developed a charter to provide a framework for the effective operation of the Board. The Charter addresses the following matters:

• Responsibilities of the Board;
• Relationship between the Board and management;
• Appointment and role of the Chairman;
• Composition of the Board;
• Performance of the Board;
• Board committees;
• Board meetings; and
• Access by Directors to independent advice.

To view a summary of the Board Charter, please click here.

To view the professional profile for members of the Tatts Group Limited Board, please click here.