GOVERNANCE

The Board has the responsibility of ensuring the Company is properly managed so as to protect and enhance shareholders' interests in a manner that is consistent with the Company’s responsibility to meet its obligations to all parties with which it interacts. To this end, the Board has adopted what it believes to be appropriate corporate governance policies and practices having regard to its size and nature of activities. The main corporate governance policies are summarised below.

Director’s Access to Independent Professional Advice

It is the Board’s policy that any committees established by the Board should: Be entitled to obtain independent professional or other advice at the cost of the Company, unless the Board determines otherwise. Be entitled to obtain such resources and information from the Company including direct access to employees of and advisers to the Company as they might require. Operate in accordance with the terms of reference established by the Board.

Appointment and Retirement of Non-Executive Directors

It is the Board’s policy to determine the terms and conditions relating to the appointment and retirement of non-executive directors on a case by case basis and on conformity with the requirements of the Listing Rules and the Corporations Act.

Audit Committee

The Audit Committee intends to meet with the external auditors at least twice a year. This committee addresses the financial and compliance oversight responsibilities of the Board. The specific activities include assessing and monitoring: The adequacy of the Company’s internal controls and procedures to ensure compliance with all applicable legal obligations. The adequacy of the financial risk management processes. The appointment of the external auditor, any reports prepared by the external auditor and liaising with the external auditor.

Board Participation in Management

Under the Management Agreements, the Manager has discretion to acquire and dispose of investments on behalf of the Company. Investments consistent with the Investment Guidelines may be undertaken without consultation with the Board. Any proposed investment that does not fall within this Investment Guidelines or any change in the Investment Guidelines proposed by the Manager requires the prior approval of the Board which may be withheld in its absolute discretion.