ITL Limited: Corporate Governance

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1. Board of Directors
2. Performance Evaluation
3. Remuneration Policies
4. Audit and Risk Committee
5. Nomination Committee
6. Conflicts of Interest
7. Shareholder relations and market disclosure
8. Guideline for trading company securities

Performance Evaluation

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As ITL listed during 2003, the board has not as yet carried out a formal performance evaluation.

Remuneration Policies

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ITL policies regarding the terms and conditions for remuneration relating to the appointment and retirement of Board members are approved by the Board following professional advice. The remuneration and terms and conditions of employment for the Managing Directors and other executive Directors and senior executives are reviewed and approved by the Board after seeking professional advice.

Audit and Risk Committee

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At the date of this report ITL Limited had an Audit and Risk Committee consisting of the following directors:

• Roy Rose, Chairman and Non-Executive
• Julian Gosse, Non-Executive

There are less than three members of this committee due to the small size of the board. Mr Gosse has extensive public company experience and Mr Rose has 30 years experience specialising in general management, operations/production management, international sales and marketing, technology management and corporate governance.

In accordance with the Audit and Risk Committee charter, the committee's responsibilities are to:

• oversee the existence and maintenance of internal controls and accounting systems;
• oversee the financial reporting process;
• nominate external auditors;
• review the existing external audit arrangements.

The Chief Financial Officer and the Chief Executive Officer are required to state in writing that to the best of their knowledge, in their opinion:

• the financial records of the ITL group for the financial year have been properly maintained in accordance with section 286;
• the financial statements, and the accompanying notes, for the financial year comply with the accounting standards;
• the financial statements and notes for the financial year give a true and fair view.

Nomination Committee

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Due to the small size of the Company and the Board of Directors, ITL does not have a Nomination Committee. The functions that would be carried out by a Nomination Committee are carried out by the Board as a whole.

Conflicts of Interest

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In accordance with the Corporations Act 2001 and the Company Constitution the Directors must advise the Board on an ongoing basis of any interest that might conflict with those of the Company. Where the Board believes that conflict exists, the Director concerned is not permitted to be present at the meeting when the relevant issue is considered and does not receive the relevant Board paper.

Shareholder relations and market disclosure

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The Board aims to ensure that shareholders have equal and timely access to material information concerning the Company. All announcements lodged with the ASX are included on the company's web site as soon as practicable after release to the ASX.

The Board encourages full participation of shareholders at the Annual General Meeting. The external auditor is requested to attend each Annual General Meeting and shareholders may ask questions regarding the audit and report.

Guideline for trading company securities

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The Board has approved a policy on the trading of its securities by Directors and employees. This policy prohibits Directors and employees from dealing in Company Shares during the periods commencing 30 June and 31 December and terminating 24 hours after the release to the ASX of the Company result for the relevant period; and at any other time during the year while in possession of price sensitive information that has not been released to the market.

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