AstiVita Corporate Governance Statement

AstiVita is committed to complying with the Principles of Good, Corporate Governance and Best Practice Recommendations issued by the ASX Corporate Governance Council in 2003 and revised in August 2007. It will make the relevant public disclosures on a regular basis, as required by these principles.

The Board of Directors of AstiVita Renewables Limited (“AstiVita or the group”) is responsible for the corporate governance of the consolidated entity comprising AstiVita Renewables Limited and it’s controlled entities. The Board;

Guides and monitors the business and affairs of the Group on behalf of the Group’s members, to whom they are accountable.
Provides corporate strategy and guidance.
Reviews appropriate plans and annual budgets, including allocation of resources and capital expenditure.
Monitors financial performance.
Protects and enhances the Group’s reputation.
Ensures compliance with regulatory and other requirements, and manages risks to the group.
Appoints the Managing Director and appraises their performance.

Day to day management of the Group’s affairs and the execution of the corporate strategy and policy implementation is delegated to the Managing Director and the senior executives. The delegation policy is reviewed at least annually.

The Board has established the following guidelines to ensure the effective operation and discharge of its responsibilities.

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Composition of the Board

The Board of AstiVita presently comprises five Directors. Four of these Directors are Non Executive Directors, three of whom are independent, including the Chairman. The Board of AstiVita Renewables Limited is compliant with the Australian Stock Exchange best practice corporate governance guidelines for Board composition.

The majority of members of the Board are independent, and the Board believes that the individuals on the Board can make and do make quality and independent judgments in the best interests of the Group on all relevant issues. The Directors are able to obtain independent advice at the expense of the Group. The skills, experience and term of office of each Director is disclosed in the Directors' Report.

Directors of AstiVita Renewables Limited are considered to be independent when they are independent of management and free from any business or other relationship that could materially interfere with, or should reasonably be perceived to materially interfere with unfettered and independent judgment.

When determining whether a Non‑executive Director is independent the Director must not fail any of the following materiality thresholds:

Greater than 10% of Group shares are held by the Director and any entity or individual directly associated with the Director;
No sales are made to or purchases made from any entity or directly or indirectly associated with the Director; and
None of the Director's income or the income of an individual or entity directly associated with the Directors derived from a contract with any member of the economic entity other that income derived as a Director of the entity.

Board Committees

The Board has established the following Committees:

Audit Committee
Risk Management Committee
Remuneration Committee
Nomination Committee

Safeguarding Integrity in Financial Reporting

Statement to the Board by the Managing Director

The Board requires the Managing Director to state in writing to the Board that the financial reports of the Group presents a true and fair view in all material respects of the financial condition and operational results of the Group and are in accordance with relevant accounting standards. This statement has been provided, for the 30 June 2009 Financial Report.

Audit Committee

The Board established an Audit Committee, which operates under a charter approved by the Board. It is the Board's responsibility to ensure that an effective internal control framework exists within the entity. This includes internal controls to deal with both the effectiveness and efficiency of significant business processes such as the benchmarking of operational key performance indicators. The Audit Committee provides a forum for effective communication between the Board and the external auditors. The Audit Committee also provides the Board with additional assurance regarding the reliability of financial information for inclusion in the financial report.

At least one member of the Audit Committee must have financial expertise (i.e. is qualified accountant or other financial profession with expertise in financial and accounting matters), and some members who have an understanding of the industry in which the Group operates. The skills and experience of each member of the Audit Committee is disclosed in the Directors’ Report.

The Audit Committee makes a report to the Board in relation to matters relevant to the Committee including:

assessment of whether external reporting is consistent with Committee members’ information and knowledge and is adequate for shareholder needs:
assessment of management processes supporting external reporting ;
procedures for the selection and appointment of the external auditor;
recommendations for the appointment or removal of an auditor;
assessment of the performance and independence of the external auditors; and
the results of its review of risk management and internal control systems.

The Audit Committee meets at least once a year with the auditors without the presence of any executive members.

The Audit Committee comprises three members, two of whom are independent non‑ executive Directors including the Chairman. Two of the members have extensive accounting experience.

During the 2010 financial year the members of the Audit Committee will be:

Rade Dudurovic (Chairman)
Kerry Daly
Lev Mizikovsky

External Auditors

The Company and the Audit Committee policy is to engage auditors who clearly demonstrate quality and independence. The performance of the external auditor is reviewed annually.

An analysis of fees paid to the external auditors, including details of fees for non-audit services if any, are shown in the Directors’ Report. It is the policy of the external auditors to provide an annual declaration of independence to the Audit Committee. This declaration has been provided.

The external auditor is required to attend the Annual General Meeting of AstiVita Renewables and be available to answer shareholder questions about the conduct of the audit and the preparation and content of the audit report.

Risk Management Committee

The prime purpose of the Risk Management Committee is to identify those areas of risk which are most likely to cause major disruption and damage to the business of the Group and to implement, with Board approval plans and procedures which will mitigate any damage.

The Risk Management Committee comprises all the Directors of AstiVita Renewables. The Risk ManagementCommittee meets as often as is considered necessary.

The Committee is responsible for:

· the identification of major risks to the Group and its business
· prioritising risks according to the perceived likelihood of occurrence and impact
· the measurement of the financial and other effects of risks identified
· design of risk minimisation techniques and procedures
· recommendations to the Board of risk minimisation implementation
· implement Board approved plans and procedures

The identification of risk and its management is an ongoing process in the context of a growing and changing business and regulatory environment, and the Committee is constantly re‑examining its recommendations to ensure that the new risks are identified, understood and the appropriate responses structured and put into effect.

Remuneration Committee

The group intends to ensure that the level and composition of remuneration is sufficient and reasonable and that it’s relationship to corporate and individual performance is defined. The remuneration committee consists of the three members, two of whom are independent Non Executive Directors, including the chairman.

The remuneration policy of the group has been formulated so that the policy motivates Directors and Management to pursue long-term growth and success of the group within an appropriate control framework.

The remuneration committee reviews the performance and negotiates the remuneration of all Directors. The group believes that the members of the remuneration committee can make and do make, quality and independent judgments in the best interests of the group on remuneration issues. The members of the remuneration committee will be:

Rod Welford (Chairman)
Rade Dudurovic
Lev Mizikovsky

Nomination Committee

The Nomination Committee consists of three members, two of them are independent Non‑executive Directors, including the Chairman. The Committee meets annually to ensure the Board operates within the established guidelines, coordinates Board succession as well as evaluation of Directors' performance and competencies.

The Committee will:

Conducts an annual review of the membership of the Board having regard to the present and future perceived needs of the group, and makes recommendations as considered appropriate to the full Board.
Annually examines the independence status of each Director.
Oversees the annual review and assessment program.

The members of the committee will be:

Kerry Daly (Chairman)
Rade Dudurovic
Lev Mizikovsky

Independent Professional Advice and Access to Group Information

Each Director has the right of access to relevant Group information and the executive management team. Directors may seek independent professional advice at the Group's expense following consultation with the Managing Director and with approval from all Directors at a Directors' meeting. A copy of advice received by the Director is made available to all other members of the Board.

Conflict of Interest

In accordance with the Corporations Act and the Company's Constitution, the Directors must advise the Board on an on‑going basis of any interests that might conflict with those of the Group. Where the Board believes that a conflict exists, the Director concerned is not permitted to be present at the meeting when the relevant issue is considered and does not receive the relevant Board papers.

Code of Conduct

The Company has a code of conduct and an ethical standards policy which sets out the standards in accordance with which each Director, manager and employee of the Company is expected to act. The requirement to comply with the code of conduct and the ethical standards policy is communicated to all employees. The policy is available to all personnel and addresses all stakeholders including Shareholders, employees, clients/customers and the community as a whole.

Directors bear individual responsibility for the performance of their duties before the law, and collective responsibility for the behavior of the Board.

The following code of conduct encompasses the legislative and common law requirement of Directors, as well as the specific behaviors that the Group expects of Directors. AstiVita has adopted the code of conduct as pronounced by the Australian Institute of Company’s Directors. The code provides that:

A Director must act honestly, in good faith and in the best interest of the Group as a whole.
A Director has a duty to use due care and diligence in fulfilling the functions of office and exercising the powers attached to the office.
A Director must use the powers of office for a proper purpose, in the best interests of the Group as a whole.
A Director must recognise that the primary responsibility is to the Group’s shareholders as a whole but should, where appropriate, have regard for the interests of all stakeholders of the Group.
A Director must not make improper use of information acquired as a Director.
A Director must not take improper advantage of the position of the Director.
A Director must not allow personal interests, or the interests of any associated person, to conflict with the interests of the Group.
A Director has an obligation to be independent in judgment, and actions and to take all reasonable steps to be satisfied as to the soundness of all decisions taken by the Board.
Confidential information received by a Director in the course of the exercise of directorial duties remains the property of the Group from which it was obtained and it is improper to disclose it, or allow it to be disclosed, unless that disclosure has been authorised by that Group or the person from whom the information is provided, or is required by law.
A Director should not engage in conduct likely to bring discredit upon the Group.
The Director has an obligation, at all times, to comply with the spirit, as well as the letter of the law and with the principles of the code.

Continuous Disclosure

The Board aims to ensure that shareholders and other stakeholders have equal and timely access to material information concerning the Group. Information is communicated through:

The Annual Report which is distributed to all shareholders and the Australian Stock Exchange.
Notices of the Annual General Meeting and other meetings of members called as required to obtain approval for Board action.
Timely announcements through the ASX announcements platform.
The Half Year Report containing summarised financial information and review of operations for that period.

The Board encourages full participation of shareholders at the Annual General Meeting.

Guidelines for Trading Company Securities

The Board has approved and communicated a policy on the trading of its securities by Directors and employees. Group policy prohibits Directors and employees from dealing in Group shares whilst in possession of price sensitive information on the following basis:

Directors cannot alter any orders to buy or sell that currently sit on broker screens.
Directors cannot create new orders to buy or sell.
This policy statement applies to directors, officers, and employees of any subsidiary company of AstiVita Renewables.
The Corporations Act 2001 specifically prohibits a person from purchasing or selling shares where such person (called “an insider”) possesses information that is not generally available but, if the information were generally available, would have a material effect on the price of shares in Tamawood. The prohibition extends to the external advises and designated officers who should be aware of the need to enforce confidentiality against such external advisors, where applicable. The law also prohibits a person from procuring others to trade when a designated officer is precluded from trading.
Designated officers must provide notification to the Company Secretary of intended trading activities in AstiVita Renewables shares.
Written confirmation or a copy of the contract note evidencing the share trading transaction must be provided to the Company Secretary within 3 business days of the transaction.
The Company Secretary is to notify the Directors of the above trading restrictions for impending announcements of the Group’s year end and half year financial results.
The Chairman may exercise his discretion to permit trading by designated officers in specific circumstances. Such circumstances include financial hardship or circumstances of a personal nature.
This trading policy applies to financial products issued or created over AstiVita Renewables shares by third parties.
This policy does not prohibit designated officers entering into a transaction in associated products, which operate to limit the economic risk of their shareholdings in AstiVita.
The Board recognises the benefits of equity participation by employees and Directors and encourages employees and Directors to acquire shares in the appropriate circumstances.

Shareholder rights and communications

The Company recognises the importance of Shareholder meetings and Shareholders are encouraged to attend the meetings and exercise their rights. Those who are unable to attend may access the information via the Company’s website. These meetings include addresses from the chairman and time is allowed for Shareholder questions. Further, the Company’s external auditor attends the meetings and is available to answer Shareholder questions. The Board will also meet regularly to review the current strategy with the objective of maximising returns for Shareholders.

All Shareholder communications, including important presentations by the Company, are made available on the Company’s website www.astivita.com.


	Tapware Vanities Baths & Spas Basins Accessories Mirrors Toilets Plugs & Wastes Sinks Appliances Solar		AstiVita Corporate Governance Statement AstiVita is committed to complying with the Principles of Good, Corporate Governance and Best Practice Recommendations issued by the ASX Corporate Governance Council in 2003 and revised in August 2007. It will make the relevant public disclosures on a regular basis, as required by these principles. The Board of Directors of AstiVita Renewables Limited (“AstiVita or the group”) is responsible for the corporate governance of the consolidated entity comprising AstiVita Renewables Limited and it’s controlled entities. The Board; Guides and monitors the business and affairs of the Group on behalf of the Group’s members, to whom they are accountable. Provides corporate strategy and guidance. Reviews appropriate plans and annual budgets, including allocation of resources and capital expenditure. Monitors financial performance. Protects and enhances the Group’s reputation. Ensures compliance with regulatory and other requirements, and manages risks to the group. Appoints the Managing Director and appraises their performance. Day to day management of the Group’s affairs and the execution of the corporate strategy and policy implementation is delegated to the Managing Director and the senior executives. The delegation policy is reviewed at least annually. The Board has established the following guidelines to ensure the effective operation and discharge of its responsibilities. . Composition of the Board The Board of AstiVita presently comprises five Directors. Four of these Directors are Non Executive Directors, three of whom are independent, including the Chairman. The Board of AstiVita Renewables Limited is compliant with the Australian Stock Exchange best practice corporate governance guidelines for Board composition. The majority of members of the Board are independent, and the Board believes that the individuals on the Board can make and do make quality and independent judgments in the best interests of the Group on all relevant issues. The Directors are able to obtain independent advice at the expense of the Group. The skills, experience and term of office of each Director is disclosed in the Directors' Report. Directors of AstiVita Renewables Limited are considered to be independent when they are independent of management and free from any business or other relationship that could materially interfere with, or should reasonably be perceived to materially interfere with unfettered and independent judgment. When determining whether a Non‑executive Director is independent the Director must not fail any of the following materiality thresholds: Greater than 10% of Group shares are held by the Director and any entity or individual directly associated with the Director; No sales are made to or purchases made from any entity or directly or indirectly associated with the Director; and None of the Director's income or the income of an individual or entity directly associated with the Directors derived from a contract with any member of the economic entity other that income derived as a Director of the entity. Board Committees The Board has established the following Committees: Audit Committee Risk Management Committee Remuneration Committee Nomination Committee Safeguarding Integrity in Financial Reporting Statement to the Board by the Managing Director The Board requires the Managing Director to state in writing to the Board that the financial reports of the Group presents a true and fair view in all material respects of the financial condition and operational results of the Group and are in accordance with relevant accounting standards. This statement has been provided, for the 30 June 2009 Financial Report. Audit Committee The Board established an Audit Committee, which operates under a charter approved by the Board. It is the Board's responsibility to ensure that an effective internal control framework exists within the entity. This includes internal controls to deal with both the effectiveness and efficiency of significant business processes such as the benchmarking of operational key performance indicators. The Audit Committee provides a forum for effective communication between the Board and the external auditors. The Audit Committee also provides the Board with additional assurance regarding the reliability of financial information for inclusion in the financial report. At least one member of the Audit Committee must have financial expertise (i.e. is qualified accountant or other financial profession with expertise in financial and accounting matters), and some members who have an understanding of the industry in which the Group operates. The skills and experience of each member of the Audit Committee is disclosed in the Directors’ Report. The Audit Committee makes a report to the Board in relation to matters relevant to the Committee including: assessment of whether external reporting is consistent with Committee members’ information and knowledge and is adequate for shareholder needs: assessment of management processes supporting external reporting ; procedures for the selection and appointment of the external auditor; recommendations for the appointment or removal of an auditor; assessment of the performance and independence of the external auditors; and the results of its review of risk management and internal control systems. The Audit Committee meets at least once a year with the auditors without the presence of any executive members. The Audit Committee comprises three members, two of whom are independent non‑ executive Directors including the Chairman. Two of the members have extensive accounting experience. During the 2010 financial year the members of the Audit Committee will be: Rade Dudurovic (Chairman) Kerry Daly Lev Mizikovsky External Auditors The Company and the Audit Committee policy is to engage auditors who clearly demonstrate quality and independence. The performance of the external auditor is reviewed annually. An analysis of fees paid to the external auditors, including details of fees for non-audit services if any, are shown in the Directors’ Report. It is the policy of the external auditors to provide an annual declaration of independence to the Audit Committee. This declaration has been provided. The external auditor is required to attend the Annual General Meeting of AstiVita Renewables and be available to answer shareholder questions about the conduct of the audit and the preparation and content of the audit report. Risk Management Committee The prime purpose of the Risk Management Committee is to identify those areas of risk which are most likely to cause major disruption and damage to the business of the Group and to implement, with Board approval plans and procedures which will mitigate any damage. The Risk Management Committee comprises all the Directors of AstiVita Renewables. The Risk ManagementCommittee meets as often as is considered necessary. The Committee is responsible for: · the identification of major risks to the Group and its business · prioritising risks according to the perceived likelihood of occurrence and impact · the measurement of the financial and other effects of risks identified · design of risk minimisation techniques and procedures · recommendations to the Board of risk minimisation implementation · implement Board approved plans and procedures The identification of risk and its management is an ongoing process in the context of a growing and changing business and regulatory environment, and the Committee is constantly re‑examining its recommendations to ensure that the new risks are identified, understood and the appropriate responses structured and put into effect. Remuneration Committee The group intends to ensure that the level and composition of remuneration is sufficient and reasonable and that it’s relationship to corporate and individual performance is defined. The remuneration committee consists of the three members, two of whom are independent Non Executive Directors, including the chairman. The remuneration policy of the group has been formulated so that the policy motivates Directors and Management to pursue long-term growth and success of the group within an appropriate control framework. The remuneration committee reviews the performance and negotiates the remuneration of all Directors. The group believes that the members of the remuneration committee can make and do make, quality and independent judgments in the best interests of the group on remuneration issues. The members of the remuneration committee will be: Rod Welford (Chairman) Rade Dudurovic Lev Mizikovsky Nomination Committee The Nomination Committee consists of three members, two of them are independent Non‑executive Directors, including the Chairman. The Committee meets annually to ensure the Board operates within the established guidelines, coordinates Board succession as well as evaluation of Directors' performance and competencies. The Committee will: Conducts an annual review of the membership of the Board having regard to the present and future perceived needs of the group, and makes recommendations as considered appropriate to the full Board. Annually examines the independence status of each Director. Oversees the annual review and assessment program. The members of the committee will be: Kerry Daly (Chairman) Rade Dudurovic Lev Mizikovsky Independent Professional Advice and Access to Group Information Each Director has the right of access to relevant Group information and the executive management team. Directors may seek independent professional advice at the Group's expense following consultation with the Managing Director and with approval from all Directors at a Directors' meeting. A copy of advice received by the Director is made available to all other members of the Board. Conflict of Interest In accordance with the Corporations Act and the Company's Constitution, the Directors must advise the Board on an on‑going basis of any interests that might conflict with those of the Group. Where the Board believes that a conflict exists, the Director concerned is not permitted to be present at the meeting when the relevant issue is considered and does not receive the relevant Board papers. Code of Conduct The Company has a code of conduct and an ethical standards policy which sets out the standards in accordance with which each Director, manager and employee of the Company is expected to act. The requirement to comply with the code of conduct and the ethical standards policy is communicated to all employees. The policy is available to all personnel and addresses all stakeholders including Shareholders, employees, clients/customers and the community as a whole. Directors bear individual responsibility for the performance of their duties before the law, and collective responsibility for the behavior of the Board. The following code of conduct encompasses the legislative and common law requirement of Directors, as well as the specific behaviors that the Group expects of Directors. AstiVita has adopted the code of conduct as pronounced by the Australian Institute of Company’s Directors. The code provides that: A Director must act honestly, in good faith and in the best interest of the Group as a whole. A Director has a duty to use due care and diligence in fulfilling the functions of office and exercising the powers attached to the office. A Director must use the powers of office for a proper purpose, in the best interests of the Group as a whole. A Director must recognise that the primary responsibility is to the Group’s shareholders as a whole but should, where appropriate, have regard for the interests of all stakeholders of the Group. A Director must not make improper use of information acquired as a Director. A Director must not take improper advantage of the position of the Director. A Director must not allow personal interests, or the interests of any associated person, to conflict with the interests of the Group. A Director has an obligation to be independent in judgment, and actions and to take all reasonable steps to be satisfied as to the soundness of all decisions taken by the Board. Confidential information received by a Director in the course of the exercise of directorial duties remains the property of the Group from which it was obtained and it is improper to disclose it, or allow it to be disclosed, unless that disclosure has been authorised by that Group or the person from whom the information is provided, or is required by law. A Director should not engage in conduct likely to bring discredit upon the Group. The Director has an obligation, at all times, to comply with the spirit, as well as the letter of the law and with the principles of the code. Continuous Disclosure The Board aims to ensure that shareholders and other stakeholders have equal and timely access to material information concerning the Group. Information is communicated through: The Annual Report which is distributed to all shareholders and the Australian Stock Exchange. Notices of the Annual General Meeting and other meetings of members called as required to obtain approval for Board action. Timely announcements through the ASX announcements platform. The Half Year Report containing summarised financial information and review of operations for that period. The Board encourages full participation of shareholders at the Annual General Meeting. Guidelines for Trading Company Securities The Board has approved and communicated a policy on the trading of its securities by Directors and employees. Group policy prohibits Directors and employees from dealing in Group shares whilst in possession of price sensitive information on the following basis: Directors cannot alter any orders to buy or sell that currently sit on broker screens. Directors cannot create new orders to buy or sell. This policy statement applies to directors, officers, and employees of any subsidiary company of AstiVita Renewables. The Corporations Act 2001 specifically prohibits a person from purchasing or selling shares where such person (called “an insider”) possesses information that is not generally available but, if the information were generally available, would have a material effect on the price of shares in Tamawood. The prohibition extends to the external advises and designated officers who should be aware of the need to enforce confidentiality against such external advisors, where applicable. The law also prohibits a person from procuring others to trade when a designated officer is precluded from trading. Designated officers must provide notification to the Company Secretary of intended trading activities in AstiVita Renewables shares. Written confirmation or a copy of the contract note evidencing the share trading transaction must be provided to the Company Secretary within 3 business days of the transaction. The Company Secretary is to notify the Directors of the above trading restrictions for impending announcements of the Group’s year end and half year financial results. The Chairman may exercise his discretion to permit trading by designated officers in specific circumstances. Such circumstances include financial hardship or circumstances of a personal nature. This trading policy applies to financial products issued or created over AstiVita Renewables shares by third parties. This policy does not prohibit designated officers entering into a transaction in associated products, which operate to limit the economic risk of their shareholdings in AstiVita. The Board recognises the benefits of equity participation by employees and Directors and encourages employees and Directors to acquire shares in the appropriate circumstances. Shareholder rights and communications The Company recognises the importance of Shareholder meetings and Shareholders are encouraged to attend the meetings and exercise their rights. Those who are unable to attend may access the information via the Company’s website. These meetings include addresses from the chairman and time is allowed for Shareholder questions. Further, the Company’s external auditor attends the meetings and is available to answer Shareholder questions. The Board will also meet regularly to review the current strategy with the objective of maximising returns for Shareholders. All Shareholder communications, including important presentations by the Company, are made available on the Company’s website www.astivita.com.