Common use of Appointment and retirement of directors Clause in Contracts

Appointment and retirement of directors. The Nomination and Remuneration Committee will regularly review the composition of the Board and, if it is considered appropriate to appoint new directors to the Board, will arrange for the matter to be discussed at a full Board meeting. Nominations will be received and reviewed by the Board. The Board will then determine any special qualifications, experience or other prerequisites for the new director, and the manner of selecting that director. The Nomination and Remuneration Committee will ensure appropriate checks (including checks as to the person's character, experience, education, criminal record and bankruptcy history) are undertaken before it appoints a person, or nominates a new candidate for election, as a director. The Nomination and Remuneration Committee may use external consultants to access a wide base of potential directors. In considering the potential candidates, the Board will have regard to the range of skills and experience required in light of: (a) the current composition of the Board; (b) the need for independence; (c) the need for diversity in succession planning; (d) the strategic direction and progress of the Company; and (e) the geographic spread and diversity of the Company's business. If the need for a new Board member is identified, the candidate must stand for election at the next general meeting of shareholders. In order to provide greater transparency around the appointment process, the Company will provide the following information to shareholders regarding the election of directors: (a) an overview of the process used to identify candidates, including use of a skills matrix or external consultants; (b) steps taken to ensure a diverse range of candidates are considered; (c) factors taken into account in the selection process; and (d) a statement from the Board as to whether it supports the proposed candidate's nomination. The following information about the candidate standing for election or re-election as a director will be provided to shareholders to enable them to make an informed decision on whether or not to elect or re-elect the candidate: (a) biographical details, including their relevant qualifications and experience and the skills they bring to the Board; (b) details of any other material directorships currently held by the candidate; (c) in the case of a candidate standing for election as a director for the first time: (i) any material adverse information revealed by the checks the Company has performed about the director; (ii) details of any interest, position, association or relationship that might materially influence, or reasonably be perceived to materially influence the candidate's capacity to independently judge issues before the Board and to act in the best interests of the Company and its shareholders generally; (iii) if the Board considers the candidate will qualify as an independent director, a statement to that effect; (d) in the case of a candidate standing for re-election as a director: (i) the term of office currently served by the director; and (ii) if the Board considers the director to be an independent director, a statement to that effect; and (e) a statement by the Board as to whether it supports the election or re-election of the candidate. A candidate for appointment or election as a director should provide the Board or Nomination and Remuneration Committee with the information above and a consent for the Company to conduct any background or other checks the Company would ordinarily conduct. The candidate should also provide details of his or her other commitments and an indication of time involved, and should specifically acknowledge to the Company that he or she will have sufficient time to fulfil his or her responsibilities as a director. No director except the Managing Director may hold office for a period in excess of 3 years, or beyond the third annual general meeting (AGM) following the director’s election, whichever is the longer, without submitting himself or herself for re-election. The Company does not have a policy with regard to establishing a maximum term for the appointment of a director. The Company will enter into written agreements with each director and senior executive, which will set out the terms of their appointment. In the case of a non-executive director, the agreement will generally set out: (a) the term of appointment; (b) the time commitment envisaged, including any expectations regarding involvement with committee work and any other special duties attaching to the position; (c) remuneration, including superannuation entitlements; (d) the requirement to disclose directors’ interests and any matters which may affect the director’s independence; (e) the requirement to comply with key corporate policies, including the Company’s code of conduct and its trading policy; (f) the Company’s policy on when directors may seek independent professional advice at the expense of the Company; (g) the circumstances in which the director’s office becomes vacant; (h) indemnity and insurance arrangements; (i) ongoing rights of access to corporate information; and (j) ongoing confidentiality obligations. In the case of an executive director or other senior executive, the agreement will generally set out the information above (to the extent applicable), as well as: (a) a description of their position, duties and responsibilities; (b) the person or body to whom they report; (c) the circumstances in which their service may be terminated (with or without notice); and (d) any entitlements on termination.

Appointment and retirement of directors. The Nomination and Remuneration Committee will regularly review the composition of the Board and, if it is considered appropriate to appoint new directors to the Board, will arrange for the matter to be discussed at a full Board meeting. Nominations will be received and reviewed by the Board. The Board will then determine any special qualifications, experience or other prerequisites for the new director, and the manner of selecting that director. The Nomination and Remuneration Committee will ensure appropriate checks (including checks as to the person's character, experience, education, criminal record and bankruptcy history) are undertaken before it appoints a person, or nominates a new candidate for election, as a director. The Nomination and Remuneration Committee may use external consultants to access a wide base of potential directors. In considering the potential candidates, the Board will have regard to the range of skills and experience required in light of: (a) the current composition of the Board; (b) the need for independence; (c) the need for diversity in succession planning; (d) the strategic direction and progress of the Company; and (e) the geographic spread and diversity of the Company's business. If the need for a new Board member is identified, the candidate must stand for election at the next general meeting of shareholders. In order to provide greater transparency around the appointment process, the Company will provide the following information to shareholders regarding the election of directors: (a) an overview of the process used to identify candidates, including use of a skills matrix or external consultants; (b) steps taken to ensure a diverse range of candidates are considered; (c) factors taken into account in the selection process; and (d) a statement from the Board as to whether it supports the proposed candidate's nomination. The following information about the candidate standing for election or re-election as a director will be provided to shareholders to enable them to make an informed decision on whether or not to elect or re-elect the candidate: (a) biographical details, including their relevant qualifications and experience and the skills they bring to the Board; (b) details of any other material directorships currently held by the candidate; (c) in the case of a candidate standing for election as a director for the first time: (i) any material adverse information revealed by the checks the Company has performed about the director; (ii) details of any interest, position, association or relationship that might materially influence, or reasonably be perceived to materially influence the candidate's capacity to independently judge issues before the Board and to act in the best interests of the Company and its shareholders generally; (iii) if the Board considers the candidate will qualify as an independent director, a statement to that effect; (d) in the case of a candidate standing for re-election as a director: (i) the term of office currently served by the director; and (ii) if the Board considers the director to be an independent director, a statement to that effect; and (e) a statement by the Board as to whether it supports the election or re-election of the candidate. A candidate for appointment or election as a director should provide the Board or Nomination and Remuneration Committee with the information above and a consent for the Company to conduct any background or other checks the Company would ordinarily conduct. The candidate should also provide details of his or her other commitments and an indication of time involved, and should specifically acknowledge to the Company that he or she will have sufficient time to fulfil his or her responsibilities as a director. No director except the Managing Director may hold office for a period in excess of 3 years, or beyond the third annual general meeting (AGM) following the director’s election, whichever is the longer, without submitting himself or herself for re-election. One third of all directors, except the Managing Director, will retire by rotation each year but may offer themselves for re-election for a further 3 year period. The Company does not have a policy with regard to establishing a maximum term for the appointment of a director. The Company will enter into written agreements with each director and senior executive, which will set out the terms of their appointment. In the case of a non-executive director, the agreement will generally set out: (a) the term of appointment; (b) the time commitment envisaged, including any expectations regarding involvement with committee work and any other special duties attaching to the position; (c) remuneration, including superannuation entitlements; (d) the requirement to disclose directors’ interests and any matters which may affect the director’s independence; (e) the requirement to comply with key corporate policies, including the Company’s code Code of conduct Conduct and its trading policy; (f) the Company’s policy on when directors may seek independent professional advice at the expense of the Company; (g) the circumstances in which the director’s office becomes vacant; (h) indemnity and insurance arrangements; (i) ongoing rights of access to corporate information; and (j) ongoing confidentiality obligations. In the case of an executive director or other senior executive, the agreement will generally set out the information above (to the extent applicable), as well as: (a) a description of their position, duties and responsibilities; (b) the person or body to whom they report; (c) the circumstances in which their service may be terminated (with or without notice); and (d) any entitlements on termination.

Appointment and retirement of directors. The Nomination and Remuneration Committee will regularly review the composition of the Board and, and if it is considered appropriate to appoint new directors to the Board, will arrange for the matter to be discussed at a full Board meeting. Nominations will be are received and reviewed by the Board. The Board will then determine any special qualifications, experience or other prerequisites for the new director, and the manner of selecting that such a director. The Nomination and Remuneration Committee will ensure that appropriate checks (including checks as to the person's character, experience, education, criminal record and bankruptcy history) are undertaken before it appoints a person, or nominates puts forward to security holder a new candidate for election, as a director. The Nomination and Remuneration Committee may use external consultants to access a wide base of potential directors. In , considering the potential candidates, the Board will have regard to the range of skills and experience required in light of: (a) : » the current composition of the Board; (b) ; » the need for independence; (c) ; » the need for diversity in succession planning; (d) planning » the strategic direction and progress of the Company; and (e) and » the geographic spread and diversity of the Company's business. If the need for a new Board member is identified, the candidate appointee must stand for election at the next general meeting of shareholders. In order to provide greater transparency around the appointment process, the Company will provide the following information to shareholders regarding on the election of directors: (a) : » an overview of the process used to identify candidates, including use of a skills matrix or external consultants; (b) ; » steps taken to ensure a diverse range of candidates are considered; (c) ; » factors taken into account in the selection process; and (d) and » a statement from the Board as to whether it supports the proposed candidate's nomination. candidate(s) nomination The following information about the candidate standing for election or re-election as a director will should be provided to shareholders to enable them to make an informed decision on whether or not to elect or re-elect the candidate: (a) : » biographical details, including their relevant qualifications and experience and the skills they bring to the Board; (b) ; » details of any other material directorships currently held by the candidate; (c) ; » in the case of a candidate standing for election as a director for the first time: (i) :  any material adverse information revealed by the checks the Company has performed about the director; (ii) ;  details of any interest, position, association or relationship that might materially influence, or reasonably be perceived to materially influence the candidate's influence, in a material respect his or her capacity to independently judge bring an independent judgement to bear on issues before the Board and to act in the best interests of the Company and its shareholders generally; (iii) ;  if the Board considers that the candidate will will, if elected, qualify as an independent director, a statement to that effect; (d) ; » in the case of a candidate standing for re-election as a director: (i) :  the term of office currently served by the director; and (ii)  if the Board considers the director to be an independent director, a statement to that effect; and (e) and  a statement by the Board as to whether it supports the election or re-re- election of the candidate. A candidate for appointment or election as a non-executive director should provide the Board or Nomination and Remuneration Committee nomination committee with the information above and a consent for the Company to conduct any background or other checks the Company would ordinarily conduct. The candidate should also provide details of his or her other commitments and an indication of time involved, and should specifically acknowledge to the Company that he or she will have sufficient time to fulfil his or her responsibilities as a director. No director except the Managing Director may hold office for a period in excess of 3 years, or beyond the third annual general meeting (AGM) following the director’s election, whichever is the longer, without submitting himself or herself for re-election. One third of all directors, except the Managing Director, will retire by rotation each year but may offer themselves for re-election for a further 3-year period. The Company does not have a policy with regard to establishing a maximum term for the appointment of a director. The Company will enter into written agreements with each director and senior executive, which will set out the terms of their appointment. In the case of a non-executive director, the agreement will should generally set out: (a) : » the term of appointment; (b) ; » the time commitment envisaged, including any expectations regarding involvement with committee work and any other special duties attaching to the position; (c) ; » remuneration, including superannuation entitlements; (d) ; » the requirement to disclose directors’ interests and any matters which may affect the director’s independence; (e) ; » the requirement to comply with key corporate policies, including the Company’s code of conduct and its trading policy; (f) ; » the Company’s policy on when directors may seek independent professional advice at the expense of the Company; Company (g) which generally should be whenever directors, especially non-executive directors, judge such advice necessary for them to discharge their responsibilities as directors); » the circumstances in which the director’s office becomes vacant; (h) ; » indemnity and insurance arrangements; (i) ; » ongoing rights of access to corporate information; and (j) and » ongoing confidentiality obligations. In the case of an executive director or other senior executive, the agreement will should generally set out the information above (to the extent applicable), as well as: (a) : » a description of their position, duties and responsibilities; (b) ; » the person or body to whom they report; (c) ; » the circumstances in which their service may be terminated (with or without notice); and (d) and » any entitlements on termination.

Appointment and retirement of directors. The Nomination and Remuneration Committee Board will regularly review the composition of the Board and, if it is considered appropriate to appoint new directors to the Board, will arrange for the matter to be discussed at a full Board meeting. Nominations will be received and reviewed by the Board. The Board will then determine any special qualifications, experience or other prerequisites for the new director, and the manner of selecting that director. The Nomination and Remuneration Committee Board will ensure appropriate checks (including checks as to the person's character, experience, education, criminal record and bankruptcy history) are undertaken before it appoints a person, or nominates a new candidate for election, as a director. The Nomination and Remuneration Committee Board may use external consultants to access a wide base of potential directors. In considering the potential candidates, the Board will have regard to the range of skills and experience required in light of: (a) the current composition of the Board; (b) the need for independence; (c) the need for diversity in succession planning; (d) the strategic direction and progress of the Company; and (e) the geographic spread and diversity of the Company's business. If the need for a new Board member is identified, the candidate must stand for election at the next general meeting of shareholders. In order to provide greater transparency around the appointment process, the Company will provide the following information to shareholders regarding the election of directors: (a) an overview of the process used to identify candidates, including use of a skills matrix or external consultants; (b) steps taken to ensure a diverse range of candidates are considered; (c) factors taken into account in the selection process; and (d) a statement from the Board as to whether it supports the proposed candidate's nomination. The following information about the candidate standing for election or re-election as a director will be provided to shareholders to enable them to make an informed decision on whether or not to elect or re-elect the candidate: (a) biographical details, including their relevant qualifications and experience and the skills they bring to the Board; (b) details of any other material directorships currently held by the candidate; (c) in the case of a candidate standing for election as a director for the first time: (i) any material adverse information revealed by the checks the Company has performed about the director; (ii) details of any interest, position, association or relationship that might materially influence, or reasonably be perceived to materially influence the candidate's capacity to independently judge issues before the Board and to act in the best interests of the Company and its shareholders generally; (iii) if the Board considers the candidate will qualify as an independent director, a statement to that effect; (d) in the case of a candidate standing for re-election as a director: (i) the term of office currently served by the director; and (ii) if the Board considers the director to be an independent director, a statement to that effect; and (e) a statement by the Board as to whether it supports the election or re-election of the candidate. A candidate for appointment or election as a director should provide the Board or Nomination and Remuneration Committee with the information above and a consent for the Company to conduct any background or other checks the Company would ordinarily conduct. The candidate should also provide details of his or her other commitments and an indication of time involved, and should specifically acknowledge to the Company that he or she will have sufficient time to fulfil his or her responsibilities as a director. No director except the Managing Director may hold office for a period in excess of 3 years, or beyond the third annual general meeting (AGM) following the director’s election, whichever is the longer, without submitting himself or herself for re-election. One third of all directors, except the Managing Director, will retire by rotation each year but may offer themselves for re-election for a further 3 year period. The Company does not have a policy with regard to establishing a maximum term for the appointment of a director. The Company will enter into written agreements with each director and senior executive, which will set out the terms of their appointment. In the case of a non-executive director, the agreement will generally set out: (a) the term of appointment; (b) the time commitment envisaged, including any expectations regarding involvement with committee work and any other special duties attaching to the position; (c) remuneration, including superannuation entitlements; (d) the requirement to disclose directors’ interests and any matters which may affect the director’s independence; (e) the requirement to comply with key corporate policies, including the Company’s code of conduct and its trading policy; (f) the Company’s policy on when directors may seek independent professional advice at the expense of the Company; (g) the circumstances in which the director’s office becomes vacant; (h) indemnity and insurance arrangements; (i) ongoing rights of access to corporate information; and (j) ongoing confidentiality obligations. In the case of an executive director or other senior executive, the agreement will generally set out the information above (to the extent applicable), as well as: (a) a description of their position, duties and responsibilities; (b) the person or body to whom they report; (c) the circumstances in which their service may be terminated (with or without notice); and (d) any entitlements on termination.

Appointment and retirement of directors. The Nomination and Remuneration Committee will regularly review the composition of the Board and, and if it is considered appropriate to appoint new directors to the Board, will arrange for the matter to be discussed at a full Board meeting. Nominations will be are received and reviewed by the Board. The Board will then determine any special qualifications, experience or other prerequisites for the new director, and the manner of selecting that such a director. The Nomination and Remuneration Committee will ensure that appropriate checks (including checks as to the person's character, experience, education, criminal record and bankruptcy history) are undertaken before it appoints a person, or nominates puts forward to security holder a new candidate for election, as a director. The Nomination and Remuneration Committee may use external consultants to access a wide base of potential directors. In , considering the potential candidates, the Board will have regard to the range of skills and experience required in light of: (a) : » the current composition of the Board; (b) ; » the need for independence; (c) ; » the need for diversity in succession planning; (d) planning » the strategic direction and progress of the Company; and (e) and » the geographic spread and diversity of the Company's business. If the need for a new Board member is identified, the candidate appointee must stand for election at the next general meeting of shareholders. In order to provide greater transparency around the appointment process, the Company will provide the following information to shareholders regarding on the election of directors: (a) : » an overview of the process used to identify candidates, including use of a skills matrix or external consultants; (b) ; » steps taken to ensure a diverse range of candidates are considered; (c) ; » factors taken into account in the selection process; and (d) and » a statement from the Board as to whether it supports the proposed candidate's nomination. candidate(s) nomination The following information about the candidate standing for election or re-election as a director will should be provided to shareholders to enable them to make an informed decision on whether or not to elect or re-elect the candidate: (a) : » biographical details, including their relevant qualifications and experience and the skills they bring to the Board; (b) ; » details of any other material directorships currently held by the candidate; (c) ; » in the case of a candidate standing for election as a director for the first time: (i) : • any material adverse information revealed by the checks the Company has performed about the director; (ii) ; • details of any interest, position, association or relationship that might materially influence, or reasonably be perceived to materially influence the candidate's influence, in a material respect his or her capacity to independently judge bring an independent judgement to bear on issues before the Board and to act in the best interests of the Company and its shareholders generally; (iii) ; • if the Board considers that the candidate will will, if elected, qualify as an independent director, a statement to that effect; (d) ; » in the case of a candidate standing for re-election as a director: (i) : • the term of office currently served by the director; and (ii) • if the Board considers the director to be an independent director, a statement to that effect; and (e) and • a statement by the Board as to whether it supports the election or re-re- election of the candidate. A candidate for appointment or election as a non-executive director should provide the Board or Nomination and Remuneration Committee nomination committee with the information above and a consent for the Company to conduct any background or other checks the Company would ordinarily conduct. The candidate should also provide details of his or her other commitments and an indication of time involved, and should specifically acknowledge to the Company that he or she will have sufficient time to fulfil his or her responsibilities as a director. No director except the Managing Director may hold office for a period in excess of 3 years, or beyond the third annual general meeting (AGM) following the director’s election, whichever is the longer, without submitting himself or herself for re-election. One third of all directors, except the Managing Director, will retire by rotation each year but may offer themselves for re-election for a further 3-year period. The Company does not have a policy with regard to establishing a maximum term for the appointment of a director. The Company will enter into written agreements with each director and senior executive, which will set out the terms of their appointment. In the case of a non-executive director, the agreement will should generally set out: (a) : » the term of appointment; (b) ; » the time commitment envisaged, including any expectations regarding involvement with committee work and any other special duties attaching to the position; (c) ; » remuneration, including superannuation entitlements; (d) ; » the requirement to disclose directors’ interests and any matters which may affect the director’s independence; (e) ; » the requirement to comply with key corporate policies, including the Company’s code of conduct and its trading policy; (f) ; » the Company’s policy on when directors may seek independent professional advice at the expense of the Company; Company (g) which generally should be whenever directors, especially non-executive directors, judge such advice necessary for them to discharge their responsibilities as directors); » the circumstances in which the director’s office becomes vacant; (h) ; » indemnity and insurance arrangements; (i) ; » ongoing rights of access to corporate information; and (j) and » ongoing confidentiality obligations. In the case of an executive director or other senior executive, the agreement will should generally set out the information above (to the extent applicable), as well as: (a) : » a description of their position, duties and responsibilities; (b) ; » the person or body to whom they report; (c) ; » the circumstances in which their service may be terminated (with or without notice); and (d) and » any entitlements on termination.

Appointment and retirement of directors. The Nomination and Remuneration Committee will regularly review the composition of the Board and, if it is considered appropriate to appoint new directors to the Board, will arrange for the matter to be discussed at a full Board meeting. Nominations will be received and reviewed by the Board. The Board will then determine any special qualifications, experience or other prerequisites for the new director, and the manner of selecting that director. The Nomination and Remuneration Committee will ensure appropriate checks (including checks as to the person's character, experience, education, criminal record and bankruptcy history) are undertaken before it appoints a person, or nominates a new candidate for election, as a director. The Nomination and Remuneration Committee may use external consultants to access a wide base of potential directors. In considering the potential candidates, the Board will have regard to the range of skills and experience required in light of: (a) the current composition of the Board; (b) the need for independence; (c) the need for diversity in succession planning; (d) the strategic direction and progress of the Company; and (e) the geographic spread and diversity of the Company's business. If the need for a new Board member is identified, the candidate must stand for election at the next general meeting of shareholders. In order to provide greater transparency around the appointment process, the Company will provide the following information to shareholders regarding the election of directors: (a) an overview of the process used to identify candidates, including use of a skills matrix or external consultants; (b) steps taken to ensure a diverse range of candidates are considered; (c) factors taken into account in the selection process; and (d) a statement from the Board as to whether it supports the proposed candidate's nomination. The following information about the candidate standing for election or re-election as a director will be provided to shareholders to enable them to make an informed decision on whether or not to elect or re-elect the candidate: (a) biographical details, including their relevant qualifications and experience and the skills they bring to the Board; (b) details of any other material directorships currently held by the candidate; (c) in the case of a candidate standing for election as a director for the first time: (i) any material adverse information revealed by the checks the Company has performed about the director; (ii) details of any interest, position, association or relationship that might materially influence, or reasonably be perceived to materially influence the candidate's capacity to independently judge issues before the Board and to act in the best interests of the Company and its shareholders generally; (iii) if the Board considers the candidate will qualify as an independent director, a statement to that effect; (d) in the case of a candidate standing for re-election as a director: (i) the term of office currently served by the director; and (ii) if the Board considers the director to be an independent director, a statement to that effect; and (e) a statement by the Board as to whether it supports the election or re-election of the candidate. A candidate for appointment or election as a director should provide the Board or Nomination and Remuneration Committee with the information above and a consent for the Company to conduct any background or other checks the Company would ordinarily conduct. The candidate should also provide details of his or her other commitments and an indication of time involved, and should specifically acknowledge to the Company that he or she will have sufficient time to fulfil his or her responsibilities as a director. No director except the Managing Director may hold office for a period in excess of 3 years, or beyond the third annual general meeting (AGM) following the director’s election, whichever is the longer, without submitting himself or herself for re-election. One third of all directors, except the Managing Director, will retire by rotation each year but may offer themselves for re-election for a further 3 year period. The Company does not have a policy with regard to establishing a maximum term for the appointment of a director. The Company will enter into written agreements with each director and senior executive, which will set out the terms of their appointment. In the case of a non-executive director, the agreement will generally set out: (a) the term of appointment; (b) the time commitment envisaged, including any expectations regarding involvement with committee work and any other special duties attaching to the position; (c) remuneration, including superannuation entitlements; (d) the requirement to disclose directors’ interests and any matters which may affect the director’s independence; (e) the requirement to comply with key corporate policies, including the Company’s code of conduct and its trading policy; (f) the Company’s policy on when directors may seek independent professional advice at the expense of the Company; (g) the circumstances in which the director’s office becomes vacant; (h) indemnity and insurance arrangements; (i) ongoing rights of access to corporate information; and (j) ongoing confidentiality obligations. In the case of an executive director or other senior executive, the agreement will generally set out the information above (to the extent applicable), as well as: (a) a description of their position, duties and responsibilities; (b) the person or body to whom they report; (c) the circumstances in which their service may be terminated (with or without notice); and (d) any entitlements on termination.

Appointment and retirement of directors. The Nomination and Remuneration Committee will regularly review the composition of the Board and, and if it is considered appropriate to appoint new directors to the Board, will arrange for the matter to be discussed at a full Board meeting. Nominations will be are received and reviewed by the Board. The Board will then determine any special qualifications, experience or other prerequisites for the new director, and the manner of selecting that such a director. The Nomination and Remuneration Committee will ensure that appropriate checks (including checks as to the person's character, experience, education, criminal record and bankruptcy history) are undertaken before it appoints a person, or nominates puts forward to security holder a new candidate for election, as a director. The Nomination and Remuneration Committee may use external consultants to access a wide base of potential directors. In , considering the potential candidates, the Board will have regard to the range of skills and experience required in light of: (a) : » the current composition of the Board; (b) ; » the need for independence; (c) the need for diversity in succession planning; (d) ; » the strategic direction and progress of the Company; and (e) and » the geographic spread and diversity of the Company's business. If the need for a new Board member is identified, the candidate appointee must stand for election at the next general meeting of shareholders. In order to provide greater transparency around the appointment process, the Company will provide the following information to shareholders regarding on the election of directors: (a) : » an overview of the process used to identify candidates, including use of a skills matrix or external consultants; (b) ; » steps taken to ensure a diverse range of candidates are considered; (c) ; » factors taken into account in the selection process; and (d) and » a statement from the Board as to whether it supports the proposed candidate's nomination. candidate(s) nomination The following information about the candidate standing for election or re-election as a director will should be provided to shareholders to enable them to make an informed decision on whether or not to elect or re-elect the candidate: (a) : » biographical details, including their relevant qualifications and experience and the skills they bring to the Board; (b) ; » details of any other material directorships currently held by the candidate; (c) ; » in the case of a candidate standing for election as a director for the first time: (i) : • any material adverse information revealed by the checks the Company has performed about the director; (ii) ; • details of any interest, position, association or relationship that might materially influence, or reasonably be perceived to materially influence the candidate's influence, in a material respect his or her capacity to independently judge bring an independent judgement to bear on issues before the Board and to act in the best interests of the Company and its shareholders generally; (iii) ; • if the Board considers that the candidate will will, if elected, qualify as an independent director, a statement to that effect; (d) ; » in the case of a candidate standing for re-election as a director: (i) : • the term of office currently served by the director; and (ii) • if the Board considers the director to be an independent director, a statement to that effect; and (e) and • a statement by the Board as to whether it supports the election or re-election of the candidate. A candidate for appointment or election as a non-executive director should provide the Board or Nomination and Remuneration Committee nomination committee with the information above and a consent for the Company to conduct any background or other checks the Company would ordinarily conduct. The candidate should also provide details of his or her other commitments and an indication of time involved, and should specifically acknowledge to the Company that he or she will have sufficient time to fulfil his or her responsibilities as a director. No director except the Managing Director may hold office for a period in excess of 3 years, or beyond the third annual general meeting (AGM) following the director’s election, whichever is the longer, without submitting himself or herself for re-election. One third of all directors, except the Managing Director, will retire by rotation each year but may offer themselves for re-election for a further 3-year period. The Company does not have a policy with regard to establishing a maximum term for the appointment of a director. The Company will enter into written agreements with each director and senior executive, which will set out the terms of their appointment. In the case of a non-executive director, the agreement will generally set out: (a) the term of appointment; (b) the time commitment envisaged, including any expectations regarding involvement with committee work and any other special duties attaching to the position; (c) remuneration, including superannuation entitlements; (d) the requirement to disclose directors’ interests and any matters which may affect the director’s independence; (e) the requirement to comply with key corporate policies, including the Company’s code of conduct and its trading policy; (f) the Company’s policy on when directors may seek independent professional advice at the expense of the Company; (g) the circumstances in which the director’s office becomes vacant; (h) indemnity and insurance arrangements; (i) ongoing rights of access to corporate information; and (j) ongoing confidentiality obligations. In the case of an executive director or other senior executive, the agreement will generally set out the information above (to the extent applicable), as well as: (a) a description of their position, duties and responsibilities; (b) the person or body to whom they report; (c) the circumstances in which their service may be terminated (with or without notice); and (d) any entitlements on termination.