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INVESTOR RELATIONS CORPORATE GOVERNANCE
Board Charter

1               Function
The board of directors of the Company is responsible for the Company’s performance including corporate governance. It delegates its authority to the Executive Directors subject to prudent limits, but maintains overall responsibility for strategic direction and the performance of the Company to protect and enhance shareholder value. Its responsibilities include:
(a)            evaluating the performance and determining fair and responsible remuneration for management;
(b)            reviewing financial information in liaison with the external auditor to constantly monitor the position of the Company;
(c)            considering management recommendations and making decisions on key issues such as budget, strategic plans, acquisition proposals and significant capital expenditure;
(d)            approving and monitoring compliance with major policies and the code of conduct;
(e)            monitoring compliance with law, the Company’s contractual obligations and its management of risk in liaison with the Company Secretary;
(f)              undertaking stewardship and protection of the Company’s assets; and
(g)            ensuring an informed market exists at all times in respect of the Company.
Some of these functions are referred to Board committees, which report to the main Board and/or make recommendations to it.
Nominations Function
The board will also ensure that it is of an effective constitution, size and commitment to discharge its duties at all times. These responsibilities include:
(a)            assessment of the necessary and desirable competencies of board members;
(b)            establishment and review of board succession plans;
(c)            evaluation of the board's performance;
(d)            consideration of recommendation to the full board by the Remuneration and Nominations Committee for the appointment of new directors;
(e)            establish and oversee induction procedures for new directors.
2               Composition of the Board
The Board currently comprises three directors who are all non-executive directors, including the Chairman.
In respect of board membership, at all times:
(a)            there will be an independent chairman of the board (ie non-executive and not an associate of a major shareholder);
(b)            the roles of Chairman and Chief Executive Officer will not be exercised by the same person; and
(c)            there will be a majority of independent Directors (unless not practical or appropriate in the circumstances).
Assessment as to independence of directors shall be made using those standards established by the Australian Securities Exchange’s Principles of Good Corporate Governance and Best Practice Recommendations.
3               Directors Rights and Duties
(a)            There will be a regular assessment of the independence of each Director.
(b)            Potential conflicts of interest by directors will be reported to the board and if necessary, interested Directors may be excluded from discussion of the relevant matter and will not vote on that matter.
(c)            Directors will conform to the Board’s agreed performance criteria for directors.
(d)            Directors will participate in a performance review each year, as agreed and carried out by the Remuneration and Nominations Committee.
(e)            Directors will agree with the Company to provide details of their shareholdings in the Company and any changes.
(f)              Directors will comply with the Company’s policies for continuous disclosure, share trading and its code of conduct.
(g)            Directors have access, where necessary and at the cost of the Company, to independent, external and professional advice.
(h)            Directors have access where necessary and at the cost of the Company, to its senior executives for direct information on the Company’s affairs.
(i)              Directors will have the benefit of director and officers liability insurance.
(j)              Directors will have the benefit of an indemnity from the company to the extent permitted by the Corporations Act as well as access to the Company's board papers on terms agreed between the Company and the Board.
4               Board Objectives
In accordance with this charter, the Board of Videlli Limited has set itself the following broad objectives:
(a)            Corporate Governance
Maintain a high standard of corporate governance with an emphasis on substance including intelligent application of recent ASX guidance. All Directors are to be fully briefed on such guidance.
(b)            Shareholder Returns
To enhance the value of the holding of each investor and specifically ensure that management:
(i)             delivers all existing contracts in a timely and profitable manner;
(ii)            has sufficient and competent resources to undertake all future work;
(iii)          focuses on the development of those opportunities where the company will receive long term sustainable cash flows e.g. from operations and maintenance contracts and non‑transit Smartcard applications;
(iv)           improves the EBIT margin on all contracts; and
(v)            reduces overhead costs which should decline as a proportion of revenue.
(c)            Staff Development
The Company is developing, training, recruiting and refreshing staff to ensure the accomplishment of objective (b) above, including:
(i)             succession planning for the senior executives and career planning for employees with high potential;
(ii)            board interaction with management;
(iii)          a remuneration policy which is competitive and suitably motivates staff; and
(iv)           staff satisfaction.
(d)            Clients
Ensure the Company's clients are satisfied with the performance of the Company and are aware of the Board's strong interest in this aspect of the Company's performance.
(e)            Procedures
Ensure the Company has the management and project control systems and procedures adequate for efficiently managing the Company's operations and providing the board and management with timely and accurate information.
(f)              Quality and Risk
Ensure the Company has adequate quality control and risk management systems to achieve objective (b) above.
(g)            Shareholders
Ensure that shareholders are properly and promptly informed on all appropriate matters; understand the key drivers of our business; accept our growth strategy; and hold the Company in high regard.
(h)            Board
The Board operates as a cohesive and harmonious unit working co-operatively and openly with management in the pursuit of the Board's objectives.