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Corporate Governance Statement

For the year ended 30 June 2009

Director as recommended by the ASX Principles, the Deputy Chairman, Mr Jerome Rowley, is an Independent Director. The roles of the Chairperson and Chief Executive Officer are exercised by different individuals.

The Board meets at least four times a year and the meetings occur over a number of days. Meeting venues are planned to enable Directors to familiarise themselves with major development projects. A formal agenda is in place for each meeting.

New Directors are inducted individually on the Company’s financial, strategic, operational and risk management positions. Directors have access to Company records and information through the Company Secretary and other relevant senior officers. They receive regular detailed reports on financial and operational aspects of the Company’s business and may request elaboration or explanation of those reports at any time.

Each Director has the right to seek independent professional advice at the Company’s expense. Prior approval of the Chairman is required but this may not be unreasonably withheld. Any advice obtained is made available to the Chairman.

Nominations Committee

The Board has a Nominations Committee, comprising three Independent Directors, Mr H Hochstadt, Mr B Chin and Mr B Hayman and two Non-Executive Directors, Mr S Cheong and Mrs E Sam, who is also Chairperson of the Committee.

The Nominations Committee Charter sets out its role, responsibilities, composition, structure, membership requirements and guidelines and is posted on the Corporate Governance section of the Company’s website. The purpose of the Committee is to consider the performance of Directors and the appointment of new Directors. The Committee may make use of external consultants if that is deemed appropriate. The Committee meets at least annually.

Company Secretary

allotments and management of the relationship between shareholders and the share registry.

PRINCIPLE 3: Promote ethical and responsible decision making Code of Conduct

The Company has a Code of Conduct which sets out the behaviour required of all Board members, senior management, employees and contractors throughout the period. The content of the Code is integrated into management practices and forms part of the terms of employment of all Company employees. The Code, which is disclosed on the Company’s website, provides a mechanism to employees to report breaches of the Code without fear of retribution. Senior management deals with breaches of the Code and monitors compliance. The Company Secretary and the Chief Executive Officer report to the Board and the Audit Committee on various aspects of Code Compliance.

Dealing in AVJennings’ shares

The Code places restrictions on the ability of Directors, officers and employees to trade in the Company’s shares during specified restricted “black out” periods. The restrictions are designed to minimise the risk of actual or perceived insider trading.

PRINCIPLE 4: Safeguard integrity in financial reporting Audit Committee










Independent Directors, Accountant and is also

Mr B Chin (who the Chairman of

is the

a Chartered Committee),

Mr Mrs








one Non-Executive Director, of the Committee is a different

individual to the Chairman of the Board. The Audit Committee Charter sets out its role, responsibilities, composition, structure and membership requirements and is posted on the Corporate

The Board appoints the Company Secretary and all Directors have access to the Company Secretary. Details of the Company Secretary’s experience and qualifications are set out in this Report.

The role of the Company Secretary is to support the effectiveness of the Board by monitoring and advising the Board on its Corporate Governance responsibilities by means of its charters, procedures and updates on legislation and regulation. The Company Secretary is also responsible for lodgements with relevant regulators, management of dividend payments and/or Dividend Reinvestment Plan






All other members of the Board are invited to attend Audit Committee meetings as observers and in a non voting capacity. In the past year, all Board members have attended all Audit Committee meetings. The Audit Committee papers, including the minutes of the previous Committee Meetings, are sent to all Board members.

The Chief Executive Officer, Chief Financial Officer, Company Secretary, Internal Auditor and the External Auditor attend Audit Committee meetings at the discretion of the Committee. The Committee also meets privately with the External Auditor at least once a year and usually twice per year, without management

AVJennings Limited ABN 44 004 327 771 83

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