10. Management and Corporate Governance

10. MANAGEMENT AND CORPORATE GOVERNANCE

10.1 Compliance Plan

The Fund has a Compliance Plan which sets out how the Responsible Entity will ensure compliance with both the Act and the Constitution, and provides the mechanisms for monitoring compliance with the relevant laws and the Constitution. It further sets out the procedures to be followed by the Responsible Entity if an event occurs which requires action. This plan is overseen by a Compliance Committee and the Responsible Entity’s compliance with is audited annually by the Compliance Plan Auditor.

10.2 Compliance Committee

The Responsible Entity has established the Compliance Committee to monitor compliance with the Compliance Plan. The majority of its members are independent of the Responsible Entity. In addition, the Compliance Committee must regularly assess the adequacy of the Compliance Plan and report any breaches of the Act or the Constitution to the Responsible Entity. If the Responsible Entity does not take appropriate action to deal with the breach, the Compliance Committee must report relevant details of the breach to ASIC. Details of the current members of the Compliance Committee are set out below: Steven Robert O’Connell Mr O’Connell has over 35 years’ extensive finance industry experience in life insurance, asset management, custodial services, financial planning and superannuation (consulting, administration and trustee services). He has headed the compliance and risk management functions for several large multi-national asset managers. Mr O’Connell has been appointed company secretary for a number of asset managers, and has headed custodial operations for corporate actions, reconciliations and unlisted trust management. He has held board positions at one of Australia’s leading asset management companies, chairs Compliance Committees for leading asset managers and continues to be a Responsible Manager for a number of asset management companies. Mr O’Connell also sits on the board of a number of small businesses within the finance industry and has been a member of the Responsible Entity’s Compliance Committee for over 15 years. He is also a director of Lowell Resources Funds Management Ltd.

John Taylor John is a compliance practitioner with over 30 years’ experience in the finance industry. Sectors he has experience in include managed funds, listed trusts, superannuation, trustee companies and building societies. As former Executive Director of Intertextual Pty Ltd, John led a team which developed a risk and compliance management software program used by many of Australia’s major superannuation funds. John is originator and co-convenor of the Independent Compliance Committee Forum.

John is also Chairman of the Responsible Entity’s Compliance Committee, a position he has held for more than 15 years.

Neil Busse Mr Busse has over 30 years’ experience in the finance industry including the management of a corporate trustee business, extensive experience in the life and general insurance operations. Mr Busse has been a senior manager of a national financial planning company and he has been a member of the Responsible Entity’s Compliance Committee for more than 15 years.

10.3 Corporate Governance

Responsibility for the Fund’s proper corporate governance rests with the Responsible Entity. The Responsible Entity’s guiding principle in meeting this responsibility is to act honestly, in good faith and in the best interests of the Fund as a whole, in accordance with the law and the Code of Conduct adopted by the Responsible Entity.

The Responsible Entity has entered into an Investment Management Agreement (IMA) with the Investment Manager pursuant to which the Investment Manager will provide certain investment management services to the Fund.

The Responsible Entity, with reliance upon the Investment Manager, will monitor the operational and financial position and performance of the Fund. The Responsible Entity is committed to maximising performance, generating appropriate levels of investor value and financial return, and sustaining the growth and success of the Fund. In conducting the Fund’s business with these objectives through the Investment Manager, the Responsible Entity seeks to ensure that the Fund is properly managed to protect and enhance investor interests, and that the directors of the Responsible Entity and the Investment Manager operate in an appropriate environment of corporate governance.

Accordingly, the Responsible Entity has created a framework for managing the Fund, including adopting relevant internal controls, risk management processes and corporate governance policies and practices which it believes are appropriate for the Fund’s business and which are designed to promote the responsible management and conduct of the Fund. Under the IMA, the Investment Manager agrees to assist the Fund to comply with all relevant laws, including the Listing Rules and the Corporations Act.