APPOINTMENT AND SELECTION OF NON-EXECUTIVE DIRECTORS

POLICY

To ensure the Board consists of a size and composition that is conducive to making decisions expediently, with the benefit of a variety of perspectives and skills, and in the best interest of the company as a whole rather than of individual shareholders or interest groups.

Retiring directors are not automatically re-appointed. Directors are generally appointed for a period of not more than three years on a rotating basis as outlined in the Company’s Articles of Association. Retiring Directors are subject to the selection and appointment procedures outlined below.

The Nomination & Remuneration Committee considers the selection and re-appointment of non-executive directors and makes a recommendation to the Board.

PROCEDURE FOR THE SELECTION AND APPOINTMENT OF NON-EXECUTIVE DIRECTORS TO FILL A CASUAL VACANCY

1. Evaluate the current Board’s range of skills, experience and expertise.

2. Assess the needs of the Sipa business currently and going forward.

3. Develop selection criteria.

4. Informal discussion by the Board to generate a list of potential candidates who may fill the stated criteria.

5. Use the services of an independent executive search firm to assess the appropriateness of potential candidates or to supplement a candidate list provided by directors.

6. Measure the final potential candidate(s) against the selection criteria.

7. The Board examines the final list of candidate(s) and agrees an order of preference.

8. Chairman approaches desired candidate(s).

9. Candidate is appointed to the Board in accordance with articles 14.6 of the Company’s Articles of Association.

PROCEDURE FOR RE-APPOINTING NON-EXECUTIVE DIRECTORS

1. Evaluate the current Board’s range of skills, experience and expertise.

2. Assess the needs of the Sipa business currently and going forward.

3. Develop criteria required.

4. Measure the retiring director’s skills against the criteria.

5. Directors discuss and agree whether the retiring director should stand for reelection at the next annual general meeting.

6. If recommended for re-appointment, the retiring director stands for re-election at the shareholder meeting in accordance with the Company’s Articles of Association, listing rules and the Corporations Act. Otherwise the new director selection process commences.