Introduction
Audit Committee Charter
Board Charter
Code of Conduct
Nomination Committee Charter
Remuneration Committee Charter
Trading Policy

Introduction
The Board is responsible for the corporate governance of the Group, including its overall performance, strategic direction and corporate governance. It reviews corporate strategy and financial targets in terms of shareholder expectations, performance and potential, establishes goals for management and monitors achievement of these goals. The Board guides and monitors the business and affairs of Community Life Limited on behalf of the Shareholders by whom they are elected and to whom they are accountable.

To ensure the Board is well equipped to discharge its responsibilities, it has established guidelines for the nomination and selection of Directors and for the operation of the Board.

Role and Responsibility
The Board is responsible for the direction of the Company’s business on behalf of the Shareholders. Responsibility for the management of day to day operations and administration of the Company is delegated by the Board to the Managing Director, to deliver the strategic direction and goals determined by the Board. Policy and other functions of the Board include:

• Approving goals, strategy and plans for the Company’s direction formulated by management and monitoring implementation;
• Discussing and approving management recommendations such as capital expenditure;
• Monitoring the Company’s performance and results; and
• Meeting statutory, regulatory and reporting requirements under the Corporations Act and the Listing Rules.

  Board Composition
  The Board’s present policy, taking into account the size of the Company and its operations, is that the Board should consist of a minimum of three Directors, that the majority should be non-executive Directors and that the Chairman should preferably be a non-executive Director. The Board currently consists of the executive Managing Director and acting Chairman, two non-executive Directors and one executive Company Secretary. All non-executive Directors are independent, having no other relationship which could compromise their autonomy.

  Directors’ appointments are based on their ability to contribute proper skills required to assist the Company in its operations and future development. The adequacy of the Board from time to time and the appointment of new Directors will be reviewed periodically by the existing Board on a case by case basis and in conformity with the requirements of the Listing Rules and Corporations Act.

  The Directors’ terms of appointment are governed by the Company’s Constitution which provides that Directors are subject to periodic re-election, with one third of the Directors, or if the number is not a multiple of three then the number nearest to three, retiring at each annual general meeting and, if eligible, the retiring Directors may offer themselves for re-election.

  Membership
  It is not a requirement for qualification as a Director that a Director holds Shares in the Company.

  Independent Professional Advice
  Each Director has the right to seek independent legal or other professional advice at the Company’s expense concerning any aspect of Community Life’s operations or undertakings in order to fulfil their duties and responsibilities as Directors.

  Audit Committee
  The Company has established an audit committee. The key matters which will be dealt with by the audit committee include the review of:

• The nomination of external auditors;
• The adequacy of external audit arrangements, with particular emphasis on the scope and quality of the audit and the effectiveness of the internal audit function;
• The effectiveness of the internal audit function;
• All areas of significant financial risk and the arrangements in place to contain those risks to acceptable levels;
• The effectiveness of management information or other systems of internal control;
• The financial statements of the Company with both management and external auditors;
• Any letter of resignation from the Company’s external auditors;
• Monitoring compliance with the Corporations Act and ASX Listing Rules; and
• Monitoring compliance with the requirements from time to time of the Australian Taxation Office, ASIC, ASX and financial institutions.

  Business Risks
  The audit committee continually monitors areas of significant business risk. Once particular operational or financial risks are identified, it is the responsibility of the Board to ensure that management takes such action as is required to minimise the risk.

  Ethical standards
  The Company recognises the need for Directors, employees and consultants to observe the highest standards of behaviour and business ethics when engaging in corporate activity. All Directors and employees are expected to act in accordance with the law and with the highest standards of propriety.

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