Board Role and Membership

Board Role

The role of the Board of Directors is to set goals and policies for the operation of the Company, to oversee the Company’s Management, to regularly review performance and to generally monitor the Company’s affairs in the best interests of its shareholders.

For these responsibilities, the Board is accountable to its shareholders.
The Board has appointed a small staff of nine under the leadership of the Managing Director to take responsibility for administering the Company’s affairs in conformity with its goals and policies.

The Managing Director is responsible and accountable to the Board for the Company’s Management. The Board supervises the Company to ensure it meets its intended primary performance aims:
	to pay dividends which, over time, will grow faster than inflation; and
	to provide attractive total returns over the medium to long term.

Board Membership

The Board is comprised of a Non-Executive Chairman, Managing Director and six Non-Executive Directors all of whom have a personal financial interest in the Company.

Of the seven Non-Executive Directors, for corporate governance purposes the Board considers that five should be regarded as independent. BB Teele has been a Director of the Company for 37 years and is considered a non-independent Director because he has a continuing involvement in the management of the company. TA Campbell is considered a non-independent Director because of the significance of the related party transactions with Goldman Sachs JBWere of which he is Executive Chairman, an employee and shareholder. J Paterson is a former Director, employee and shareholder of Goldman Sachs JBWere and remains a consultant to that firm.

Board Profiles

Bruce B Teele

BSc BCom (Melb). Chairman. Chairman of the Investment Committee. Member of the Nomination Committee and the Remuneration Committee.

Mr Teele is a Company Director and has been a Director of the Company since 1966 and Chairman since 1984. He is Chairman of Djerriwarrh Investments Limited and AMCIL Limited. He was formerly the Executive Chairman of the JBWere Group.

Donald R Argus AO

FCPA SF Fin. Chairman of the Remuneration Committee. Member of the Audit Committee and the Investment Committee.

Mr Argus has been a Director of the Company since May 1999. Mr Argus is Chairman of BHP Billiton. In addition, he is a Member of the International Advisory Board of Allianz Aktiengesellschaft and a member of the International Advisory Committee of the New York Stock Exchange Ltd. He was formerly Managing Director and Chief Executive of National Australia Bank Limited. He was also a former Director of Southcorp Ltd and former Chairman of Brambles Ltd.

Ross E Barker

BSc (Hons) (Melb) MBA (Melb) F Fin, Managing Director. Member of the Investment Committee. Director of the Company's subsidiary, Australia Investment Company Services Limited (AICS).

Mr Barker became Chief Executive Officer in February 2001 having been an Alternate Director of the Company since April 1987. He was appointed Managing Director in October 2001. He is also Managing Director of Djerriwarrh Investments Limited, AMCIL Limited and Mirrabooka Investments Limited.

Terrence A Campbell AO

BCom (Melb). Member of the Investment Committee.

Mr Campbell has been a Director of the Company since 1984. He is Senior Chairman and former Chief Executive of Goldman Sachs JBWere and Chairman of Mirrabooka Investments Limited. Mr Campbell is also a Director of Djerriwarrh Investments Limited and AMCIL Limited.

John Paterson

BCom (Hons) (Melb) ASA F Fin. Member of the Investment Committee, the Nomination Committee and the Remuneration Committee. Chairman of the Company's subsidiary, AICS.

Mr Paterson is a company Director who was appointed in June 2005. Previously, he was an alternate Director of the Company for Mr Campbell from April 1987 to June 2005. He is also a Director of Djerriwarrh Investments Limited, a member of the Board of Guardians of Australia's Future Fund and was formerly a Director of Goldman Sachs JBWere.

Fergus D Ryan

CA. Chairman of the Audit Committee. Member of the Investment Committee and the Nomination Committee. Director of the COmpany's subsidiary, AICS.

Mr Ryan is a company Director. He was appointed a Director of the Company in August 2001. He is a Director of the Commonwealth Bank of Australia Limited and Clayton Utz and is Deputy Chairman of the Council of the National Library. He is a councillor of the Committee for Melbourne, a Director of the National Australia Day Council and a Director of the Centre for Social Impact. He was formerly Strategic Investment Coordinator and Major Projects Facilitator for the Federal Government. He is a Chartered Accountant.

Stan D M Wallis AC

BCom (Melb). Chairman of the Nomination Committee. Member of the Audit Committee, the Remuneration Committee and the Investment Committee.

Mr Wallis is a company Director who has been a Director of the Company since 1987. He is Chairman of Rubicon Systems (Holdings) Pty Ltd and Sane Australia and a Director of AMCIL Limited. He was formerly Chairman of Amcor Limited, AMP Limited, Santos Limited and Coles Myer Limited.

Catherine M Walter AM

LLB (Hons) LLM MBA (Melb). Member of the Investment Committee and the Remuneration Committee.

Mrs Walter is a Solicitor and company Director. She has been a Director of the Company since August 2002. Mrs Walter is a Director of Orica Limited, James Hardie Industries NV, Payment Systems Board, Walter and Eliza Hall Institute of Medical Research and Melbourne Business School. Mrs Walter charis both Australian Synchrotron Company Ltd and Equipsuper. She is also a member of the Financial Reporting Council. She was formerly a Director of Australian Securities Exchange Limited and National Australia Bank Limited.