Board of Directors

Role of the Board

The primary role of the Board of Directors is the protection and enhancement of long-term shareholder value. To fulfil this role, the Board is responsible for the overall corporate governance of the consolidated entity including formulating its strategic direction, approving and monitoring capital expenditure, setting remuneration, appointing, removing and creating succession policies for directors and senior executives, establishing and monitoring the achievement of management's goals and ensuring the integrity of internal control and management information systems. It is also responsible for monitoring financial and other reporting.

Board processes

The Board has established a framework for the management of the consolidated entity including a system of internal control, a business risk management process and the establishment of appropriate ethical standards.

The Company is engaged in exploration and evaluation of mining interest. The critical skills required by the Board in pursuing the Company's business plan at this relatively early stage of its development are expert geological and exploration and evaluation project management skills together with strong fiscal management skills. In addition, each director is charged with having a thorough understanding of and responsibility for the protection of the rights of the Company and its shareholders.

The Board has these skills (refer to the biographies in the Director's Report) and as the Company's business plan progresses will add new directors as and when complimentary skills are required.

The Board presently comprises two non-executive independent directors and the Managing Director. The Company primarily has consultants providing technical services with one full time staff person. All the senior technical and financial personnel are highly qualified and have previously held roles of executive responsibility in larger organisations.

The directors meet frequently, both formally and informally, to ensure a mutually thorough understanding of the Company's business and all the Company's policies of corporate governance are adhered to. The agenda for meetings is prepared in conjunction with the Managing Director and Company Secretary and is circulated in advance.

The term in office held by each director in office at the date of this report is as follows:

Name	Term in Office
Mr R Monti	< 1 Year
Ms F Repecholi	< 1 Year

Director Education

The consolidated entity has a formal process to educate new directors about the nature of the business, current issues, the corporate strategy and the expectations of the consolidated entity concerning the performance of directors. Directors are given access to and encouraged to participate in continuing education opportunities to update and enhance their skills and knowledge.

Remuneration Policy

Whinnen Resources aims to ensure that the level and composition of remuneration of its Directors and executives is sufficient and reasonable for the competitive sector in which the Company operates. Whinnen Resources has adopted a Remuneration Policy to attract and retain talented and motivated personnel in order to achieve enhanced performance of the Company. The Board is responsible for determining and reviewing compensation arrangements for the Directors and the executive team.

The Remuneration includes details of each Director during the year. There are no executive officers of the economic entity other than those listed.

Executive Directors

The Remuneration of Whinnen Resources Executive Directors comprises some or all of the following elements: fixed salary; short-term incentive bonus based on performance; long-term incentive share and/or option scheme; and other benefits including employment insurances and superannuation contributions. In relation to the payment of bonuses, share option and other incentive amounts, discretion is exercised by the Board having regard to the overall performance of the Company and of the relevant individual during the period.

Non-Executive Directors

The remuneration of Whinnen Resources Non-Executive Directors comprises cash fees and superannuation contributions. There is no current scheme to provide performance-based bonuses or retirement benefits to Non-Executive Directors other than superannuation contributions. Non-Executive Directors typically do not participate in equity or option schemes of the Company, however given Whinnen Resources size, focussed nature of business and shareholding structure, issues of share options to Non-Executive Directors may in the future be, approved by shareholders to enhance overall shareholder wealth creation. As required by the Corporations Act and the Company's Constitution, shareholders will appprove the maximum aggregate remuneration for Non-Executive Directors in Annual General Meeting of the Company at $200,000 per year.
Independent professional advice and access to company information

Each director has the right of access to all relevant company information and to the Company's executives and, subject to prior consultation with the Chairman, may seek independent professional advice from a suitably qualified advisor at the consolidated entity's expense. The director must consult with an advisor suitably qualified in the relevant field and obtain the Chairman's approval of the fee payable for the advice before proceeding with the consultation. A copy of the advice received by the director is made available to all other board members.

Independence

Corporate Governance Council Recommendation 2.1 requires a majority of the Board to be independent directors. The Corporate Governance Council defines independence as being free from any business or other relationship that could materially interfere with, or could reasonably be perceived to materially interfere with, the exercise of unfettered and independent judgement. In accordance with this definition, both Mr R Monti and Miss F Repecholi are considered to be independent.

Therefore, as the Board currently consists of only three board members in total, the majority of the Board are independent. Recommendation 9 states that non-executive directors should not receive options or bonus payments. The Company intends to continue its policy of awarding options or other securities to non-executive directors as it considers this to be a reasonable and appropriate method of assisting in attracting and retaining suitably skilled board members.

Nomination committee

Recommendation 2.4 requires listed entities to establish a nomination committee. During the year ended 30 June 2007, the Company did not have a separate nomination committee. The duties and responsibilities typically delegated to such a committee are considered to be the responsibility of the full board, given the size and nature of the Company's activities. The Board does not believe that any marked efficiencies or enhancements would be achieved by the creation of a separate nomination committee. The Board has reviewed its policy on nominations and incorporates below its summarised policy.

Factors considered for a new candidate include:

• The skills required for appointment to the Board;
• How differing skills are represented on the Board;
• Processes for the identification of suitable candidates for the Board;
• The time commitment required by a Director to effectively discharge duties;
• The number of existing directorships and other commitments that the candidate may have;
• Assessment of the 'independence' of the candidate; and
• The extent to which the appointee is likely to work constructively with the existing directors and contribute to the overall effectiveness of the Board.

The following procedure is followed in selecting and appointing a new director:

• Utilize personal networks or external consultants to identify potential candidates;
• Assess appropriateness of candidate with consideration to the above points;
• Determine the terms, conditions, responsibilities and expectations of the new position;
• Non-executive directors should be appointed for specific terms subject to re-election and to the ASX Listing Rules and Corporations Act provisions concerning removal of a director;
• Ultimate decisions about who is elected to the board are to be made by the shareholders; and
• Ensuring that the new board member is inducted and that they have every opportunity to increase their knowledge about the company to ensure that they can participate in an effective manner to the board deliberations.