Gowing Bros : Board CharterGowing Bros Board Charter

1.1 This Board Charter sets out the functions and responsibilities of the Board and Senior Management of Gowing Bros. Limited ("the Company").

The Board is responsible for, and has the authority to determine, all matters relating to the formulation and actioning of the strategic objectives of the Company, monitoring and addressing risk and risk management practises and, generally, the operation of the Company to maximise shareholder returns within a framework of prudent financial and commercial guidelines. Without intending to limit this general role of the Board, the specific functions and responsibilities of the Board include:

oversight of the Company, including its control and accountability systems;

appointing and removing the MD (or equivalent), including approving the remuneration of the MD and succession plans for the MD;

ratifying the appointment and, where appropriate, the removal of the CFO (or equivalent)

resolving to appointment and, where appropriate, the removal of and the Company Secretary;

reviewing and ratifying systems of risk management and internal compliance and control, codes of conduct and legal compliance;

monitoring Senior Management's performance and implementation of strategy, and ensuring appropriate resources are available;

approving and monitoring the progress of major capital expenditure, capital management and major acquisitions and divestitures; and

approving and monitoring financial and other reporting.

The Board shall comprise at least three (3) directors. This number may be increased where it is felt that additional expertise is required in specific areas, or when an outstanding candidate is identified.

The majority of directors of the Company are not required to be independent, non-executive directors.

An independent director is a non-executive who satisfies the following criteria:

is not a substantial shareholder of the Company or an officer of, or otherwise associated directly with a substantial shareholder of the Company (as defined in section 9 of the Corporations Act);

is not, and has not been, within the last 3 years, employed in an executive capacity by the Company or another group member;

is not, and has not been, within the last 3 years, a principal or employee of a material professional adviser or a material consultant to the Company or another group member;

is not a material supplier or customer of the Company or other group member, or an officer of or otherwise associated, directly or indirectly, with a material supplier or customer;

has no material contractual relationship with the Company or another group member other than as a director of the Company; and

is free from any interest and any business or other relationship which could materially interfere with the director's ability to act in the best interests of the Company.

The Board shall ensure that, collectively, it has the appropriate range of expertise to properly fulfil its responsibilities, including:

accounting;

finance;

legal

business;

the Company's industry; and

MD-level experience.

The Board shall review the range of expertise of its members on a regular basis and ensure that it has operational and technical expertise relevant to the operation of the Company.

Directors are appointed in accordance with the terms of the Company's Constitution.

The Board is responsible for:

identifying nominees for directorships and other key executive appointments;

the composition of the Board;

Subject to the number of directors allowed under the Company's Constitution, a director may be appointed by an ordinary resolution of the Company in general meeting. In the situation of a vacancy occurring between such election, the Board may appoint a replacement director. Such director will only hold office until the next Annual General Meeting of the Company.

The terms and conditions of the appointment and retirement of members of the Board will be set out in a letter of appointment, which shall include the following matters:

the term of the appointment, subject to member approval;

time commitments envisaged;

the powers and duties of directors;

any special duties or arrangements attaching to the position;

circumstances in which an office of director becomes vacant;

expectations regarding involvement with committee work;

remuneration and expenses;

superannuation arrangements;

the requirement to disclose directors' interests and any matters which affect the director's independence;

fellow directors;

trading policy governing dealings in securities (including any share qualifications) and related financial instruments by directors, including notification requirements;

access to independent professional advice;

indemnity and insurance arrangements;

confidentiality and rights of access to corporate information; and

a copy of the Company's Constitution.

The Board is responsible for ensuring that the Board is of a size and composition that allows for:

decisions to be made on a timely basis;

a range of different perspectives to be put forward regarding issues before the Board;

a range of different skills to be brought to Board deliberations; and

Board decisions to be made in the best interests of the Company as a whole rather than of individual shareholders or interest groups.

The Board is responsible for monitoring, on an ongoing basis, the time required from non-executive directors and the extent to which non- executive directors are meeting these requirements.

Prior to the nomination of prospective non-executive directors, the Board must obtain from the prospective candidate:

details of other commitments of the prospective candidate and an indication of the time involved; and