Corporate Governance

Board of Directors

The Company’s Constitution provides that the number of directors shall not be less than three and not more than ten. There is no requirement for any share holding qualification.

As the Company’s activities change in size, nature or scope, the size and composition of the Board
will be reviewed periodically and the optimum number of directors required to supervise adequately the Company’s operations will be determined within the limitations imposed by the Company’s Constitution and as circumstances demand.

Membership of the Board, its activities and composition is subject to periodic review. The criteria for determining the identification and appointment of a suitable candidate for the Board shall include quality of the individual, background of experience and achievement, compatibility with the other board members, creditability with the Company’s scope of activities, physical and intellectual ability to contribute to the Board’s capability to discharge its duties and responsibilities.

Directors are initially appointed by the Board subject to election by shareholders at the next general meeting. Under the Company’s Constitution the tenure of the directors (other than managing director, and only one managing director where the position is jointly held) is subject to reappointment by shareholders not later than the third anniversary following his last appointment.

Subject to the requirements of the Corporations Act, the Board does not subscribe to the principal of retirement age and there is no maximum period of service as a Director. A managing director may be appointed for any period and on any terms the directors think fit and, subject to the terms of any agreement entered into, may review any appointment.

The Board has determined that individual directors have the right in connection with their duties and responsibilities as directors, to seek independent professional advice at the Company’s expense.

With the exception of expenses for legal advice in relation to the director’s rights and duties, the engagement of outside advisors is subject to prior approval of the Chairman and this will not be withheld unreasonably.

Directors consider on an ongoing basis how management information is presented to them and whether such information is sufficient to enable them to discharge their duties as directors of the Company. Such information must be sufficient to enable the Directors to determine appropriate operating and financial strategies from time to time in light of changing circumstances and economic conditions. The Directors recognise that aquaculture is an inherently risky business and that operational strategies should be adopted to minimise risk for the improvement and maintenance of the net worth of the Company.

Board Responsibilities

The Board is responsible for the overall corporate governance of the Company and recognises the need for the highest standards of ethical behaviour and accountability. The Board has adopted a corporate governance policy which, to the extent that they are relevant to the Company, adopts the Ten Corporate Governance Principles and Best Practice Recommendations as published by the ASX Corporate Governance Council. The Company’s Corporate Governance Policy is available in full on the Company’s website www.wkl.com.au. The Board’s responsibilities include:

• Formulating the strategic objectives of the Company and establishing goals designed to promote the achievement of those strategic objectives.
• Ensuring that they maintain and inform themselves of the Company’s business and financial status at all times.
• Approving investments and ongoing evaluation of those investments, including regularly assessing the operational and financial risks in respect of investments.
• Guiding and maintaining the Company’s affairs and policies based on adequate and accurate information.
• Obtaining expert advice on matters outside the expertise of the Company’s internal resources.
• At all times exercising due care and diligence and sound business judgment in the performance of their duties.
• Considering and approving proposals for the Company’s annual budgets.
• Ensuring that there are appropriate internal controls and ethical standards of behaviour adopted and met within the Company.
• Ensuring that the business risks facing the Company are, wherever possible, identified and that appropriate monitoring and reporting controls are in place to manage these risks.
• Appointing the Remuneration Committee, evaluating the performance and determining the remuneration of senior executives, and ensuring that appropriate policies and procedures are in place for recruitment, remuneration and success planning.
• Monitoring the performance of management against the goals and objectives established by the Board.

Board Committees

The Board is served by the following committees:

Audit and Finance Committee

The purpose of the Audit and Finance Committee is to:

• review and monitor the financial affairs of the Company; and
• ensure that sufficient policies are in place and followed with regard to financial exposures (including interest rate, currency, commodity, credit and freight).

At the discretion of the Committee, the external auditor and other members of the Board and management will be invited to Audit and Finance Committee meetings. The Audit and Finance Committee will consider any matters relating to the financial affairs of the Company and any other matter referred to it by the Board. The Audit and Finance Committee will meet at least once a year.

Nomination and Remuneration Committee

The purpose of the Nomination and Remuneration Committee is to ensure the Company attracts and retains the right people by offering competitive remuneration packages. The Committee will meet at least once a year and will monitor and review:

• the remuneration arrangements for the Managing Director and other senior executives;
• the remuneration policies, personnel practices and strategies of the company generally;
• any employee incentive scheme;
• the remuneration arrangements for non-executive members of the Board;
• the size and composition of the Board and criteria for Board membership; and
• the membership of the Board.

The Board may delegate some of its monitoring and routine functions to other committees established from time to time by the Board.