Composition of Board Committees

The table below shows the composition of each current Committee.

Role	Audit, Risk and Compliance	Governance and Nomination	Remuneration
Chairman	Brian Jamieson	Harry Boon	Julien Playoust
Members	Lyndsey Cattermole	Bob Bentley	Bob Bentley
	Julien Playoust	Julien Playoust	Brian Jamieson
	Kevin Seymour	Kevin Seymour

The Board has reviewed the performance of each Committee for the reporting period. Evaluation questionnaires were completed by the Board and Committee members, and results were compiled on a confidential basis and circulated to Board and Committee members and discussed as relevant. The results confirmed that the Committees continue to function in an appropriate manner.

View the Board of Directors Charter

Audit, Risk and Compliance Committee

Composition

The Chairman and members of the Audit, Risk and Compliance Committee are shown in the table above. The Board will ensure that an independent Director who is not Chairman of the Board, remains Chairman of the Committee and that the Committee will have between three and six members, the majority of whom are independent Directors.

Responsibilities

The Audit, Risk and Compliance Committee will assist the Board in its oversight responsibilities by monitoring and advising on:

• The truth and fairness of the view given by the financial statements of the Group;
• The integrity of the Group's accounting and financial reporting;
• The Group's accounting policies and practices and consistency with accounting standards;
• The scope of work, independence and performance of the internal and external auditors;
• Compliance with legal and regulatory requirements;
• Compliance with the Group's risk policy framework;
• The Group's control environment;
• Related party transactions;
• The overall efficiency and effectiveness of the Group's financial operations;
• The Group's credit policies and operational risk limits; and
• The Group's overall risk management program.

View the Audit, Risk and Compliance Committee Charter

External Auditor

It is the responsibility of the Audit, Risk and Compliance Committee to review and approve the external auditor's arrangement for the rotation and succession of audit and review partners, including their approach to managing the transition. The committee's policy for the rotation of external audit engagement partners is outlined in the Audit, Risk and Compliance Committee's charter. The Audit, Risk and Compliance Committee reviews the appointment of the auditor each year. The review considers key deliverables by the auditor including fees. If a decision is taken to change the auditor then selection of a new auditor will follow a tender process.

The external auditor must attend Tatts Group's Annual General Meetings, and be available to answer shareholders' questions regarding:

• The conduct of the audit;
• The preparation and the content of the audit report;
• Accounting policies adopted by Tatts Group in relation to the preparation of the financial statements; and
• The independence of the auditor in relation to the conduct of the audit.

Governance and Nomination Committee

Composition

The Chairman and members of the Governance and Nomination Committee are shown in the table above. The Board will ensure that the Chairman of the Committee is the Chairman of the Board or an independent Director and that the Committee will have between three and six members, the majority of whom are independent Directors.

Responsibilities

The Governance and Nomination Committee will assist the Board in its oversight responsibilities by monitoring and advising on:

• Board composition and succession planning;
• The identification of persons for appointment to the Board;
• The appointment of the Managing Director/Chief Executive;
• The process of reviewing the independence of Directors;
• Board performance evaluation;
• A procedure to address the induction and education needs of Directors;
• Corporate governance developments; and
• The development and implementation of the Group's code of conduct.

View the Governance and Nomination Committee Charter

Board Performance Evaluation

The Committee has responsibility for organising Board performance evaluation. A Board evaluation process was undertaken during the previous reporting period. An evaluation process was also undertaken of individual Non-executive Directors. It is proposed that a further evaluation of the Board and individual Non-executive Directors will occur in the 2010 financial year.

The evaluation process occurs by questionnaire to Directors. The results are compiled on a confidential basis and discussed by the Board or provided to the relevant Director and the Chairman (and for the Chairman, to the Chairman of the Audit, Risk and Compliance Committee) (Individual Evaluation). The results of the Individual Evaluation for those Directors standing for re-election at the 2009 Annual General Meeting were considered by the Governance and Nomination Committee as were each Director’s external commitments.

Appointment of New Directors and Re-election of Incumbent Directors

The Governance and Nomination Committee is responsible for identifying, selecting and recommending the appointment of new directors to the Board. Appointments will be made having regard to a number of criteria including identified skills and experience. Where necessary, the services of external consultants will be engaged. Information relating to the appointment of a potential new director 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 co-ordinated by the Company Secretary.

Process for Re-election of Incumbent Directors

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.

Remuneration Committee

Composition

The Chairman and members of the Remuneration Committee are shown in the table above. The Board will ensure that an independent Director who is not the Chairman of the Board remains Chairman of the Committee. The Managing Director/Chief Executive is an ex-officio attendee of the Remuneration Committee and invited to attend meetings at the request of the Committee members. The Board will ensure that the Committee will have a minimum of three Non-executive Director members and have no more than six members, the majority of whom are independent Directors.

Responsibilities

The Remuneration Committee will assist the Board in its oversight responsibilities by monitoring and advising on:

• Non-executive Director remuneration;
• Managing Director/Chief Executive performance review, remuneration, short term and long term incentives;
• Executive remuneration and allocations of short term and long term incentives;
• Employee equity plans;
• Executive recruitment, retention, termination policies and succession planning;
• Remuneration disclosure; and
• Risk management and controls regarding remuneration.

View the Remuneration Committee Charter