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CORPORATE

GOVERNANCE

STATEMENT

The ARTC Board currently comprises

seven members. The Board is chaired

by an Independent Non-Executive

Director and the roles of the Chairman

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

GOVERNANCE

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 Act ethically and responsibly

Governance Policies

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

Board Committees

5 Make timely and balanced disclosure

Shareholder

6 Respect the rights of security holders

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

to facilitate Board and Management

accountability to both the Group and its

shareholders.

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