The Board has established appropriate committees to assist it in the discharge of its responsibilities. However, the Board will not delegate any of its decision making authority to those committees except as expressly specified in the Committee charters.

Other committees may be established by the Board as and when required. Membership of Board Committees will be based on the needs of the Group, relevant legislative and other requirements and the skills and experience of individual Directors.

The Board had previously decided to review the performance of Committee members annually. However, because of the relatively short time the Committee members have had to work together, particularly given the change of membership of the Committees following the merger with UNiTAB Limited in October 2006, the Board has determined to complete its first review before the end of the next reporting period.

The table below shows the composition of each current Committee which changed substantially as a consequence of the merger with UNiTAB Limited.

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 Tatts Group;
• The integrity of The Company’s accounting and financial reporting;
• The Company’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 Company’s risk policy framework;
• The Company’s control environment;
• Related party transactions;
• The overall efficiency and effectiveness of The Company’s financial operations;
• The Company’s credit policies and operational risk limits; and
• The Company’s overall risk management program.

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 procedure for the selection and appointment of the external auditor and the committee’s policy for the rotation of external audit engagement partners are outlined in the Audit, Risk and Compliance Committee’s charter. The external auditor must attend the Company’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 the Company in relation to the preparation of the financial statements; and the independence of the auditor in relation to the conduct of the audit.

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 Tattersall’s code of conduct.

Board Performance Evaluation: The 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.

Appointment and Re-election of Board Members – New Members: 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 coordinated by the Company Secretary.

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 will be an ex-officio member 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 remuneration;
• Executive remuneration;
• Executive contracts;
• Employee equity plans;
• Remunerable disclosure;
• Stakeholder engagement in relation to the Group's remuneration policies;
• Executive succession planning and organisational development and training; and
• Risk management and controls in relation to remuneration.

View Committee Charters.