Appendix G: Conflict of Interest Protocol

Appendix F	Table of contents	Appendix H

1. Purpose

   The purpose of this protocol is to provide guidance to the members (Board Members) of the Board of the Group in the event of a conflict of interest arising for those Board Members (either duty v's duty or duty v's personal interest) and to provide for the establishment of procedures to facilitate good corporate governance and legal compliance with duties arising.

2. Background
   • 2.1 Each Group member is regulated for these purposes by their individual Constitutions and the Corporations Act 2001 (Cth) (Corporations Act). The law surrounding the disclosure of interests with respect to the Group is substantially contained in sections 191 to 193 of the Corporations Act. The Constitution of the relevant Group member will need to be considered. Group subsidiaries of the Company are more likely to be proprietary companies but may from time to time include a public company. Stricter statutory obligations are imposed with respect to public companies (refer to section 195 of the Corporations Act).
   • 2.2 This policy document is confined to "conflicts of interest" and does not purport to extend to the broader general common law and statutory duties of the Board Members.
3. Adoption and Monitoring
   • 3.1 This policy document has been adopted and endorsed by the Board.
   • 3.2 The Board will periodically monitor compliance with this policy document.
4. Principal Obligations
   • 4.1 Generally (Constitutions of Group Members)
     • (Constitutions read subject to Corporations Act) rules prescribed in the Corporations Act take priority over any conflicting Constitutional provision.
   • 4.2 Subsidiaries of the Company (sections 191 to 193 of the Corporations Act)
     • (disclosure) a director of a Group member who has a material personal interest (not defined) in a matter that relates to the affairs of the Group must give the other directors notice of the interest unless one of the exceptions in section 191(2) applies;
     • (contents of notice) the notice must give details of the nature and extent of the interest and the relation of the interest to the affairs of the Group;
     • (timing of notice) the notice must be given at a directors' meeting as soon as practicable after the director becomes aware of the interest in the matter;
     • (minutes) the details must be recorded in the minutes of the meeting.
     • (standing notice) a director of a Group member may give standing notice of an interest, including before the interest becomes a material personal interest (refer to section 192 of the Corporations Act);
     • (participation) the ability of a director to participate in the board meeting at which the matter will be considered and to count towards the quorum of that meeting will be governed by the Group member's Constitution.
   • 4.3 The Company and public company subsidiaries of the Company (section 195 of the Corporations Act):
     • (generally) special rules apply to such entities in addition to the references in sections 4.1 and 4.2 of this policy document.
     • (restrictions on voting and being present) a Director of the Company who has a material personal interest in a matter being considered at a Board meeting must not:
       • - be present while the matter is being considered;
       • - vote on the matter;

       unless S.191(2) of the Corporations Act excuses the need to disclose the interest or any the following 3 paragraphs apply:

       • - (participation with Board approval) the other directors who don't have a material personal interest pass a resolution identifying the relevant director (and the extent and nature of his/her interest and its relation to the affairs of the Company) and stating they are satisfied the relevant director should not be disqualified from being present and voting; or
       • - (participation with ASIC approval) an ASIC order under S.196 of the Corporations Act is made; or
       • - (participation with shareholder approval) if a quorum of non conflicted Directors is not possible, the Directors may convene a meeting of shareholders to resolve the matter (notwithstanding the conflict of those Directors).
5. Board Procedures to Assure Good Corporate Governance
   • 5.1 Each of the following are examples of circumstances which are likely to give rise to a Board Member having a conflict of interest or prospective conflict of interest (Relevant Circumstance):
     • a Board member or a Related Party has a direct or indirect pecuniary interest in a contract or proposed contract with a Group member.
     • a Board Member or a Related Party holds an office in an entity with which a Group member may have dealings;
     • a Board Member or a Related Party has an investment in an entity with which a Group member may have dealings, other than a mere portfolio investment where investment discretion substantially resides with a third party.
     • any other transaction or circumstance affecting a Group Member where the Board Member (acting in good faith with objectivity and reasonableness) may believe that they might not be able to exercise judgement with impartiality in the best interests of the Group member).

     For the purpose of this policy

     1. a Related Party refers primarily to a Board Member's spouse or other "close" family member (depending upon the circumstances without prescriptive intent) or other corporate, trust or nominee entity or person over whom the Board Member or other persons as aforesaid may substantially exercise control;
     2. a Relevant Circumstance excludes a circumstance, event or conflict arising only from the Board Members (or Related Party)
        • being a member of the Company;
        • being the recipient of services from a Group Member in the ordinary course of the Group's operations;
        • holding a position of office in a Group Member.
   • 5.2 Each Board Member must give notice in writing to the Company Secretary of the nature and extent of each relevant Circumstance as soon as he or she becomes aware of it (or in the case of the Company Secretary, to the Chairman). If such notice is not given prior to the Board meeting at which a matter will be considered which relates to the Relevant Circumstance, the Board Member must declare the Relevant Circumstance to the Board meeting prior to the matter being considered.
   • 5.3 The Company Secretary should cause every notification or disclosure of a Relevant Circumstance to be recorded in a Register of Relevant Circumstances - Conflicts of Interest of Board Members ("Register") to be maintained by the Board (under the control of the Company Secretary) and which Register is to be available for inspection at any time on request.
   • 5.4 It is the obligation of each Board Member to ensure that the particulars in the Register with respect to themselves are current, complete and accurate in all material respects.
   • 5.5 Unless there be special reason to the contrary (in the interests of the Group member and for efficiency of meeting process), as determined by the person presiding at the meeting and with the agreement of all the remaining Board Members, the affected Board Member shall absent himself or herself from the Board meeting whilst the meeting considers the relevant matter.
   • 5.6 The person presiding at the meeting may request the affected Board Member to address the meeting preliminary to the relevant subject matter being under consideration and to respond to specific queries at the meeting, but the Board Member shall not be under any obligation to so address or respond if the affected Board Member considers it inappropriate to do so.
   • 5.7 In particular, each Board Member affected by a Relevant Circumstance may not take part in any deliberations, decisions or voting on a matter at a Board Meeting in which the Relevant Circumstance gives rise to a conflict of interest of the Board Member, subject to any exceptions referred to in paragraph 4 above.

Appendix G(1): Notice of Disclosure of Interest/Prospective Conflicts of Interest

To: The Board

From: The person named in the Schedule (Director)

1. This notice is pursuant to:
   • Constitution of the Company (Constitution)
   • Corporate Governance Charter of the Company (Charter)
   • any applicable legislation or regulation applying (Law)
2. Set out in the schedule to this notice are details of transactions, events, matters or circumstances that may give rise to the Director having a material personal or other interest in transactions in which the Group may be or become involved.
3. Other than as set out in the schedule to this notice, or as may previously have been disclosed by the Director to the Company and be recorded in the relevant Register maintained by the Company in accordance with the Charter, to the best of the Director's actual knowledge information and belief the Director does not have any material personal or other interest in any matter that relate to the affairs of the Group which, if subsisting, would be required to be disclosed in the terms of the Constitution, the Charter or the Law.
4. The Director notes that the Company is to include in its relevant Register maintained pursuant to the Charter the information disclosed in this notice.
5. The Director confirms that notwithstanding the disclosure in the terms of this notice, nothing thereby relieves the Director of the Director's duties as a member of the Board with respect to conflicts of interest generally in the terms of the Constitution, the Charter and the Law.

Schedule

1. Date (insert date of notice):    /   /20
2. Director (insert name): __________________
3. Director (signature): __________________

Appendix G(2): Register of Conflicts of Interest (refer Corporate Governance Charter)

Note:

1. A separate folio section is to be maintained for each Director from time to time.
2. A copy of each Notice of Disclosure received from a Director is to be filed in the separate folio section referrable to that Director.
3. The composite of all folio sections (together with filings under each folio section) is to constitute this Register.
4. On the header sheet for each folio section is to be entered:
   1. the name of the Director; and
   2. the date of each notice of disclosure received and the date of entry in the Register of each notice of disclosure.
   (refer pro-forma attached).
5. A copy of this Register should be available at each Board meeting for reference purposes.

Appendix G(3):[Pro Forma] - Header Sheet for each Folio Section of the Register

Name of Director

Appendix F	Table of contents	Appendix H