2.3 Independent directorsDuring the year, the Board consisted of...

2.3 Independent directors

During the year, the Board consisted of four directors, one of whom, Mr G Petersons is considered independent in
terms of the factors relevant to assessing the independence of a director set out in Recommendation 2.3 of the
Principles (Factors). Two of the directors, Mr N Tomkinson and Mr J Pitt, are not independent within the strict meaning
of the Factors because they are associated with a substantial shareholder in the Company, as defined in the
Corporations Act, and the Managing Director, Mr P Verbeek, cannot be considered independent as he is the Chief
Executive Officer of the Company.
However, the directors believe that there exists a strong incentive for all Board members to carry out their directorial
duties in an independent manner. The Board considers that this, combined with the fact that there is sufficient
independence of view and variety of intellectual input among the directors, achieves the objectives of the Factors and
consequently views all the non-executive directors to be effectively independent.
The non-executive directors have served as directors since their respective dates of appointment, as follows:
Mr G Petersons appointed 8 January 2003
Mr J Pitt appointed 8 January 2003
Mr N Tomkinson appointed 4 September 2003
In December 2019 Mr Tomkinson resigned as Chairman of the Company but remained a director and Mr Pitt was
appointed non-executive Chairman.
2.4 Majority of the board should be independent directors
As set out under Recommendation 2.3, the majority of the directors do not qualify as being independent in terms of
the Factors.
A determination with respect to independence is made by the Board on an annual basis. In addition the directors are
required on an ongoing basis to disclose relevant personal interests and conflicts of interest which may in turn trigger
a review of a director’s independent status.

2.5 Chairman’s independence and the roles of chairman and chief executive officer
The Chairman is not an independent director in terms of the strict interpretation of the Factors, but he is independent
of the role of Chief Executive Officer, which is filled by the Managing Director.

The small size of the Company, the limited number of executive personnel and the relative simplicity of operations, are
all factors supporting the size of the Board being kept small despite the desired requirements of this Principle.
Role of the Chairman
The Chairman is responsible for providing leadership and governance to the Board. He is also responsible for the
effective conduct of meetings of directors and general meetings of shareholders and for setting the agenda for Board
meetings with the Company Secretary. Any director of the Board may request an item of business to be included on
the agenda.