The Company aims to comply with the recommendations of the Australian Securities Exchange Corporate Governance Council (Council) as contained in the revised “ASX Corporate Governance Principles and Recommendations”, released in August 2007, to the extent that the Board believes they are practical and applicable to the Company. Entities are required to disclose corporate governance principles that they have not adopted and to state the reasons why specific principles have not been adopted. The corporate governance principles and policies of the Company have been structured with reference to the Council’s eight corporate governance principles.

(1)     Laying the solid foundation for management and oversight

The Board is responsible for protecting the rights and interests of shareholders and for the overall corporate governance of the Company. The responsibilities of the Board include:

(i)      provide input into and final approval of management’s strategy and approving goals designed to promote the achievement of those strategic objectives;

(ii)      delegate the necessary authorities and ensure appropriate resources are available to the   Managing Director and senior executives;

(iii)     monitoring the performance of the Managing Director and senior executives against these goals and objectives;

(iv)     ensuring that the business risks facing the Company are, wherever possible, identified and that the appropriate monitoring and reporting controls are in place to manage these risks; and

(v)     appointing the Managing Director, approving the performance evaluation and determining the remuneration of executive levels of management. Ensuring that appropriate policies and procedures are in place for recruitment, remuneration and succession planning.

The relative size of the Company and the focus on the advancement of the Tampakan Copper-Gold Project makes the establishment of a formal performance evaluation strategy unnecessary.  Performance evaluation of the Managing Director and senior executives is a discretionary matter for consideration by the entire Board and it meets annually to assess the performance of management.

(2)     Structuring the Board to add value

The Directors of the Company and details of their skills, qualifications and attendances at meetings are included in this Directors’ Report.

The Company has five Directors, four of whom are Non-Executive Directors.

The Board of the Company satisfies the Council’s Recommendation 2.1 that a majority of the Board members, including the Chairman, are independent. In addition, the Board has a diverse skills base with its members having substantial experience in mining, metallurgical and commercial activities as well as a number of Directors with extensive experience in constructing, commissioning and operating mining projects in developing countries.

Each Director has the right of access to all relevant company information and to the Company’s executives and, subject to prior consultation with and approval from the Chairman, may seek independent professional advice from a suitably qualified advisor at the Company’s expense. The Director must consult with an advisor suitably qualified in the relevant field and obtain the Chairman’s approval of the fee payable for the advice before proceeding with the consultation. A copy of the advice received by the Director is made available to all other members of the Board.

The Company has not established separate Remuneration and Nominations Committees.  The duties and responsibilities of such committees are the responsibility of the full Board. The Board does not believe that any significant efficiencies or enhancements would be achieved by the establishment of separate Remuneration or Nominations Committees.

Due to the relative size of the Company and the focus on the advancement of the Tampakan Copper-Gold Project, the establishment of a formal performance evaluation strategy is unnecessary. Performance evaluation is a discretionary matter for consideration by the entire Board and it meets annually to assess the performance of Directors and the Board as a whole.

(3)     Promoting ethical and responsible decision-making

The Company recognises the need to ensure that the highest ethical standards are adopted at all times. Although there is no separate code of conduct, the Company places emphasis in all its policies to ensure that all Directors, Executives and employees act with utmost integrity and objectivity in their business dealings, comply with their legal obligations, and have regard to the reasonable expectations of its stakeholders. All Directors, Executives and employees are held responsible and accountable for reporting and investigating reports of unethical practices.

For example, in relation to broader community stakeholders, the Company works with government and local communities to rehabilitate drill-sites, gather and evaluate data on the environment, undertake environmental monitoring with participation from the local communities, and to provide environmental awareness programs with employees, contractors and communities.

In addition, the Company has well developed cultural awareness and social justice policies and practices that, where appropriate, contribute to the education and welfare of indigenous people within its areas of activity, including establishing the framework for sustainable development of agricultural industries and native forests.

In relation to dealings in shares of the Company, the approved policy of the Board is that:

(i)      Directors and Executives are entitled to purchase/sell shares and other securities in the Company for a four-week period following the electronic release of the annual report, half-year report and quarterly reports.

(ii)      The four-week period in which Directors and Executives can purchase/sell shares and other securities in the Company will commence one business day after the release of these reports.

(iii)     Where a Director or an Executive wishes to transact in shares and other securities of the Company outside periods referred to above, the Director or Executive must seek the approval of the Chairman prior to purchasing/selling shares or other securities.

(iv)     Where the Chairman wishes to transact in shares and other securities of the Company outside periods referred above, the Chairman must advise the Managing Director prior to purchasing/selling shares or other securities.

(4)     Safeguarding the integrity in financial reporting

The Audit Committee comprises two of the four Non-Executive Directors. Mr Wightman was appointed as Chairman of the Audit Committee on 14 February 2007. Mr Phillips is the other Audit Committee member and has a good knowledge of finance and accounting practices. Given the size of the Board, the Company considers it appropriate to have two members in the Audit Committee, rather than three as proposed by the ASX Corporate Governance Recommendations. The Audit Committee held 3 meetings during the financial year ended 31 December 2007.

The external auditors are invited to attend every meeting of the Audit Committee.

The role of the Audit Committee is to consider any matters relating to the financial affairs of the Company and the Group as set out in the Audit Committee Charter as well as other matters referred to it by the Board.

(5)        Making timely and balanced disclosure

The Board is committed to the promotion of investor confidence by ensuring that trading in its securities takes place in an efficient, competitive and informed market. In accordance with the continuous disclosure requirements of the ASX Listing Rules, the Company has written policies and procedures in place to ensure that price sensitive information is identified, reviewed by management and disclosed to the ASX in a timely manner and that all information provided to the ASX is posted on the Company’s website as soon as possible after its disclosure to the ASX. The Company Secretary manages the Company’s compliance with its continuous disclosure obligations and is responsible for communications with the ASX.