Board committees

No person other than the Committee members is entitled to attend the meetings of these committees, except at the invitation of the Committee.

The Committee manages the relationship with the external auditor. The Committee annually reviews and approves the terms of the appointment of the external auditor and its engagement. It fixes the level of the auditor's remuneration (ensuring it is appropriate and does not compromise the effectiveness of the audit) and reviews the scope and adequacy of the audit of the annual Group consolidated financial statements. The Committee also puts in place policies and procedures to ensure that the external auditor remains independent and reviews them and the auditor's independence and objectivity each year. This review includes the overall relationship between the auditor and the Company, including the safeguards established by the external auditor for maintaining independence, the rotation of partners and staff who work on the audit and the level and nature of non-audit services provided by the auditor.

The Committee reviews all financial reports (which for 2009 consisted of the Preliminary Announcement, Annual Report and the Interim Report) including consideration of the Group's accounting policies and major judgemental areas. The Committee reviews the effectiveness of the Group's systems of internal control, and reviews the scope (and the annual plan) of the internal audit function and satisfies itself of its adequacy, particularly in terms of resources and performance against its annual plan. In addition it reviews the report prepared by the Risk Committee to ensure all relevant risks are addressed in these external and internal audit processes.

The Audit Committee comprises all the independent Non-Executive Directors and the Chairman is Alan Murray. The Company Secretary acts as secretary to the Committee.

Audit Committee Constitution and Terms of Reference

The Remuneration Committee is responsible for ensuring that the overall remuneration of Executive Directors is maintained on a sensible and comparable basis and enables the Company to compete effectively for good calibre executives. It monitors the performance of Executive Directors against targets, sets the performance conditions for long-term incentive plan awards and reviews the remuneration levels and other conditions of service of senior managers immediately below Board level.

The Committee comprises the independent Non-Executive Directors of the Company and the Chairman. The Chairman of the Committee for 2009 was John Roberts. The Company Secretary acts as secretary to the Committee and the Head of Global Resources acts as advisor to the Committee. In 2009, Towers Perrin acted as external advisor to the Committee.

Remuneration Committee Constitution and Terms of Reference

The Appointments Committee is responsible for matters of management succession and the identification and appointment of Directors. It also reviews the Board structure, size and composition, and makes recommendations to the Board with regard to changes that are deemed desirable. The Committee comprises the Chairman and all of the independent Non-Executive Directors of the Company. The Chairman of the Committee is Sir Neville Simms. The Company Secretary acts as secretary to the Committee.

Appointments Committee Constitution and Terms of Reference

The HS&E Committee was established with effect from 1 January 2008. It is responsible for reviewing the Group's HS&E policies, objectives and performance. The Committee is chaired by Struan Robertson and also comprises one other Non-Executive Director and the CEO. In addition, the Head of Operations and Engineering attends meetings of the Committee.

During 2009 the HS&E Committee met twice, once in Melbourne, at the Australian corporate office following site visits to Hazelwood and Loy Yang B, and the other at ISAB in Italy. At these meetings the Committee reviews, amongst other things, HS&E data, Group health and safety initiatives and the corporate environmental policy. The Company Secretary acts as secretary to the Committee.

Health, Safety and Environment Committee Terms of Reference