Corporate Governance

Summary of process for performance evaluation of Directors and Key Executives

Directors

The Board has introduced for its use a questionnaire developed by the Nomination and Corporate Governance Committee. This requires each director, at least on an annual basis, to assess and comment on the performance of the Board, Board Committees themselves and their fellow directors. The completed questionnaires are then summarised by the Company Secretary for the Chairman who uses the summary and responses as a basis for individual discussions with all directors.

The Chairman will also hold individual discussions with senior managers, at least annually, to ascertain their views on Board and Board Committee performance.

In addition, on a rolling basis, major shareholders will be approached by the Chairman, CEO and/or the CFO to periodically provide feedback to the company on their perception of the Board’s performance.

The Chairman will use the feedback from these sources as a basis for periodically identifying with the Board areas requiring further focus or attention. These may include:

• concentrating more or less resources in particular areas at certain times to address emerging priorities;
• addressing perceived skills or information deficiencies for the Board or individuals through additional appointments or specific training or reviewing the quality or manner of material the Board receives.

Key Executives

The management review and development program includes a performance evaluation process to be undertaken on at least an annual basis. This process involves an open exchange of views and information aimed at producing a mutually developed plan to enhance individual performance, set appropriate achievable goals and plan succession.

The review includes:

• assessment of the success and value of development action taken over the preceding period;
• assessment in relation to major goals and objectives previously agreed upon;
• agreement on a personal development program for the prospective period;
• agreement on goals and objectives for the prospective period.

Eligibility for payment to key executives in respect of components of their short term incentives has regard to assessment of performance under the above factors and achievement of specific goals relating to financial and safety targets.

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