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CORPORATE

GOVERNANCE

STATEMENT

The ARTC Board currently comprises

six members. The Board is chaired by

an Independent Non-Executive Director

and the roles of the Chair and Managing

Director are separate. The Managing

Director is the only Executive Director on

the Board and is also the Chief Executive

Officer. All of the other Directors are

Independent Non-Executive Directors.

ASX PRINCIPLES OF

GOOD CORPORATE

ARTC’s system of corporate governance

reflects the eight principles enunciated

in the ASX “Corporate Governance

Principles and Recommendations”.

The following table indicates where

specific ASX Principles are dealt with

in this statement:

ASX Principle

Reference

1 Lay solid foundations for management

and oversight

The Board, Board Committees,

Accountability and Audit

2 Structure the Board to add value

The Board,

Board Committees

3 Promote ethical and responsible

decision making

Governance Policies

4 Safeguard integrity in financial reporting The Board, Accountability and Audit,

Board Committees

5 Make timely and balanced disclosure

Our Shareholder

6 Respect the rights of security holders

Our Shareholder

7 Recognise and manage risk

Accountability and Audit

8 Remunerate fairly and responsibly

Board Committees

THE BOARD

Board role and

responsibilities

ARTC recognises the respective roles

and responsibilities of the Board and

Management through its system of

formal delegations and a schedule

of matters reserved to the Board.

This enables the Board to provide

strategic guidance for the company

and effective oversight of Management.

It also clarifies the respective roles and

responsibilities of Board members and

senior executives in order to facilitate

Board and Management accountability

to both the Group and its shareholders.

The major powers the Board has

reserved for itself are:

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