ROC is an Australian listed public company that operates both within Australia and internationally. ROC is subject to ASX Listing Rules and other Australian regulatory requirements. In addition, ROC is also subject to the regulatory requirements of various organisations in the other jurisdictions in which it operates.

In March 2003, the ASX Corporate Governance Council (‘Council') released its ‘Principles of Corporate Governance and Best Practice Recommendations' (‘Recommendations').

The Board is of the view and supports the Council's comment that good Corporate Governance structures encourage companies to create value and provide accountability and control systems commensurate with the risks involved in operating its business.

The Company has reviewed the developments in contemporary thinking about Corporate Governance principles and processes, both in Australia and overseas and refined a framework for ensuring compliance with legal requirements and best practice which it believes is consistent with ROC's business.

ROC considers that its governance practices comply with the 28 Recommendations. As required by the Recommendations, ROC has posted copies of its key Corporate Governance Practices to its website so that stakeholders are able to review ROC's Corporate Governance Practices. The Board will continue to monitor developments in contemporary thinking about Corporate Governance principles and processes to ensure that ROC continues to maintain the highest standards of Corporate Governance.

Fortunately, because of ROC's existing corporate governance practices, the latest regulatory requirements have not resulted in the Company requiring radical changes to its governance policies and practices.

Key features and practices under ROC's governance framework may be reviewed by clicking on any of the links below:

The Board
· Board Charter
· Procedure for selection of Directors
· Board Committees
...- Audit Committee Charter
...- Remuneration & Nomination Committee Charter
...- Finance & Risk Management Committee Charter

Directors
· Policy on Independence of Directors
· Assessment of Independence of Directors
· Directors' Code of Conduct
· Performance Evaluation Process

Other Items
· Code of Business Conduct
· Share Trading Policy
· Share Dealing Code
· Communications Strategy
· Disclosure Policy
· Procedure for Appointment of External Auditor
· Remuneration Policy