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Corporate

Board Charter and Committees

PURPOSE

This statement summarises the role and responsibility of the board of Kangaroo Metals Limited ("KANGAROO METALS"). The disclosure of the role and responsibility of the board is designed to assist those affected by corporate decisions to better understand the respective accountabilities and contributions of the board and management of KANGAROO METALS.

The roles and responsibilities of the board will evolve as the company moves forward. As such, a regular review of the balance of responsibilities will ensure that the division of the functions remains appropriate to the needs of the company.

This policy statement is only a summary of the matters reserved to the board, and should therefore only be used as a general guide, which is not to be used in a legal capacity.

MEMBERSHIP AND TERM

Membership

The Board shall, as a preference, consist of:

A majority of non-executive directors;
At least one member with appropriate technical and commercial skills relevant to the mining industry.

Independence

An independent director is a non-executive director (ie is not a member of management) and:

is not a substantial shareholder of the company or an officer of, or otherwise associated directly with, a substantial shareholder of the company;
within the last three years has not been employed in an executive capacity by the company or its subsidiaries, or been a director after ceasing to hold any such employment;
is not a principal or employee of a professional adviser to the company or its subsidiaries whose billings exceed five per cent of the adviser's total revenue. A director who is a principal or employee of a professional adviser will not participate in the provision of any service to the company by the professional adviser;
is not a significant supplier or customer of the company or its subsidiaries, or an officer of or otherwise associated directly or indirectly with a significant supplier or customer. A significant supplier is defined as one whose revenues from the company exceed five per cent of the supplier's total revenue. A significant customer is one whose amounts payable to the company exceed five per cent of the customer's total operating costs;
has no material contractual relationship with the company or its subsidiaries other than as a director of the company;
has not served on the board for a period which could, or could reasonably be perceived to, materially interfere with the director's ability to act in the best interests of the company;
is free from any interest and any business or other relationship which could, or could reasonably be perceived to, materially interfere with the director's ability to act in the best interests of the company.

Term

The Board has not adopted a tenure policy. In accordance with the Constitution of the company, no director shall hold office for a continuous period in excess of three years or past the third annual general meeting following the director's appointment, whichever is the longer, without submitting for re-election.

Selection of new directors

Candidates for Board positions shall be nominated by the Executive Committee for consideration by the Board. The whole Board shall decide on the recommendations of new directors made by the committee.

In selecting new members for the Board, directors shall have regard to the appropriate skills and characteristics needed by the Board as a whole. The directors shall endeavour to appoint individuals who would provide the mix of director characteristics and diverse experiences, perspectives and skills appropriate for the company.

New directors are provided with a letter of appointment which sets out the key terms and conditions of their appointment. New directors participate in an induction programme to enable them to gain an understanding of:

the company's financial, strategic, operational and risk management position;
their rights, duties and responsibilities; and
the role of Board committees.

ROLE OF THE BOARD

Key Responsibilities

The management and control of the business of CONQUEST is vested in the board. The board's primary responsibility is to oversee CONQUEST's business activities and management for the benefit of CONQUEST's shareholders. The board also recognises its responsibilities to CONQUEST's employees, the environments and communities in which CONQUEST operates and where appropriate, other stakeholders. The board strives to create shareholder value and ensure that shareholders' funds are prudently safeguarded.

The key responsibilities of the board include:

Appointing, evaluating, rewarding and if necessary the removal of the Managing Director ("MD") and senior management;
Development of corporate objectives and strategy with management and approving plans, new investments, major capital and operating expenditures and major funding activities proposed by management;
Monitoring actual performance against defined performance expectations and reviewing operating information to understand at all times the state of the health of the company;
Overseeing the management of business risks, safety and occupational health, environmental issues and community development;
Satisfying itself that the financial statements of the company fairly and accurately set out the financial position and financial performance of the company for the period under review;
Satisfying itself that there are appropriate reporting systems and controls in place to assure the board that proper operational, financial, compliance, risk management and internal control process are in place and functioning appropriately. Further, approving and monitoring financial and other reporting;
Assuring itself that appropriate audit arrangements are in place;
Ensuring that the company acts legally and responsibly on all matters and assuring itself that the company has adopted, and that the company's practice is consistent with, a number of guidelines, being:
- Directors and Executive Officers Code of Conduct
- Dealings in Conquest Securities
- Reporting and Dealing with Unethical Practices
Reporting to and advising shareholders.

Delegated Responsibility

The board has delegated responsibility for the day-to-day activities to the Executive Committee (which includes the MD). The board ensure that the team is appropriately qualified and experienced to discharge their responsibilities and has in place procedures to assess the performance of the Executive Committee. The roles of the Chairman and the MD are not combined. The MD is accountable to the board for all authority delegated to that position and the Executive Committee.

Although there is a clear division between the responsibilities of the board and management, the board is responsible for ensuring that management's objectives and activities are aligned with the expectations and risks identified by the board. The board has a number of mechanisms in place to ensure that this is achieved. These mechanisms include the following:

Establishment of an Audit Committee
Establishment of the Executive Committee whose responsibilities include:
- Remuneration and Nomination;
- Environment and Community Development;
- Safety, Security and Occupational Health; and
- Financial Risk Management
As outlined above, the board oversees the strategic direction of the company.
As outlined above, the board approves all budgets.
The board receive detailed board papers and a Management Report on a monthly basis showing the monthly and year to date performance of all aspects of the company, compared to budget.
Procedures are in place to allow any director or Committee of the board to seek external professional advice as considered necessary, at the company's expense.
Procedures are in place to incorporate presentations from senior management at relevant Committee meetings on an as required basis to increase the Committee's understanding of the area. Further, the board may request further information from management from time to time on any issue.
In the event that a potential conflict of interest may arise, involved directors withdraw from deliberations concerning the matter.