Corporate Governance

The purpose of this Charter is to specify how the Company is governed so as to promote the Company and protect the interests of shareholders.

The Board is responsible for the governance of the Company. This Charter sets out the role and responsibilities of the Board, which responsibilities are delegated to committees of the Board or to management, as well as the membership and the operation of the Board.

The Nomination Committee ("the Committee") is comprised of the full Board. This Charter sets out the role and responsibilities of the Committee.

The Nomination Committee is responsible for the selection and appointment of new directors and oversees the re-election of incumbent directors.

The Board has established a Remuneration Committee ("the Committee") which works within the Remuneration Committee Charter.

The Remuneration Committee is comprised of Mr O'Rourke (Chair), Mr Duncan and Mr Kinghorn.

Remuneration of directors and senior executives is reviewed by the Committee and the Board generally.

The Board has established an Audit and Risk Management Committee (“the Committee”) to act on behalf of the Board to oversee all material aspects of the company’s financial reporting, control, risk management and audit functions, except those specifically related to the responsibilities of any other standing committee of the Board.

The Committee is comprised of Mr Cubbin (Chair), Mr Duncan and Mr O'Rourke.

The Committee’s role includes evaluating the qualitative aspects of financial reporting to shareholders, the Company’s processes for the management of business and financial risks, and for compliance with significant applicable legal, ethical, and regulatory requirements.

The Company is committed to the objective of promoting investor confidence and the rights of shareholders by: complying with the continuous disclosure obligations imposed by law; ensuring that company announcements are presented in a factual, clear and balanced way; ensuring that all shareholders have equal and timely access to material information concerning the Company; and communicating effectively with shareholders and making it easy for them to participate in general meetings.

These guidelines are to assist WEC officers and employees
understand and comply with the Company’s disclosure and communication policy (“Policy”), its disclosure obligations imposed by ASX Limited (“ASX”) under its Listing Rules (“ASX Listing Rules”) and its obligations under the Corporations Act 2001 (Cwlth).

It also assists officers and employees comply with the Company’s internal reporting processes and controls; and understand what can happen if disclosure obligations are breached.

A sound framework of risk oversight, risk management and internal control is fundamental to good corporate governance. It underpins reliable financial reporting, compliance with relevant laws and regulations, and effective and efficient operations.

Managing material business risks is the responsibility of everyone in the company, however specific accountability is reflected in the company’s structure and organisational chart and these accountabilities are clearly defined in this document.

Risk management is something management considers every day as part of their job. By integrating risk management with existing company processes, management can ensure the efficient use of resources and therefore reduce the potential for duplication of effort when working to reduce risk levels. Another key benefit of integration is that it helps ensure that the risk management process itself is appropriately resourced and remains relevant and sustainable.

This Code of Conduct (“Code”) sets out the ethical standards and rules of the Company and provides a framework for how the Company will operate its business in a manner that will protect its stakeholders.

The Board and management believe that the Company’s commitment to this Code will maintain the confidence of the Company’s key stakeholders.