1. AMPLA Breakfast Seminar Disclosure: an insider’s view Expectations on company officers after James Hardie & FMG WEDNESDAY, 14 NOVEMBER 2012 Michael Silbert Chief Counsel & Company Secretary Calibre Group Limited

2. Agenda Inside a Director’s Brain Communications, Disclosure Policy / Media Relations Policy Education & Responsibility Key Relationships Advising the Board Separation of Roles Process & Procedure

3. Inside a Director’s Brain SHARE PRICE SUCCESSION PLANNING RISK MANAGEMENT CONTINUOUS DISCLOSURE NEED NEW SHOES REMEMBER P.A.’S BIRTHDAY CAN I TRUST THIS BOARD? GOOD GOVERN- ANCE? ASX & ASIC MEDIA WHERE’S LUNCH? LOGISTICS & JUGGLING GOVERNANCE & COMPLIANCE PEOPLE & MANAGEMENT BUSINESS ANALYSIS & VALUE ADDING BEING A HUMAN HIGH COURT

4. Traditional Media ASX Continuous Disclosure New Media & Online Marketing & Communicat ions Conferences Community Outreach Employees Contractors & Customers Communications Continuous Disclosure is just part of a public company’s “Communications Continuum” Internal and external communications A Company will have policies on: –Branding & Positioning –Communications & Media Relations –Continuous Disclosure

5. Calibre’s Disclosure policy deals with –ASX Disclosure –Media Enquiries –Media Releases –Public statements on behalf of Calibre –Presentations to financial, technical & industry audiences –Press articles, TV and radio interviews –Internal communications & Marketing materials –Site visits & briefings –Analysts Reports & forecasts Media Relations policy also included in Disclosure policy Disclosure Policy

6. Calibre’s Media Relations policy deals with who and how of our media engagement Delineation of responsibilities to: –Chairman –Group MD –Group Manager Investor Relations –Divisional & Business Unit heads Any written releases of any sort (e.g. media releases, statements, online postings) to be approved by GM IR Questions from media, journalists must be first referred to GM IR All media releases to be provided to GM IR / Disclosure Committee for clearance and possible lodgement with ASX before public release Media Relations Policy

7. Educating your organisation Continuous Disclosure policy satisfies ASX Good Governance principles, but… Educating your Board and your organisation is critical –Regular education at Board level (documented & minuted) –Regular education of senior executives Materiality Immediacy Exceptions to rule ASX Listing Rule 3.1 Correcting False Markets ASX as the PRIMARY avenue for disclosure Board & Senior Exec. Meetings Agendas –Include a standing agenda item: “Continuous Disclosure” in all meetings Board meetings ExCo Meetings

8. Responsibility & review Which Board Sub-Committee has responsibility? –In Calibre: Audit, Business Risk & Compliance –Sub-Committee Chairman & Charter are important –Regular review of the Charter and its activities and responsibilities Disclosure Committee –In Calibre: A Disclosure Committee as first port of call for enquiries Clear Process & Procedure –Individuals with responsibility to be identified –Pro-active & regular discussions with senior executives –Clear escalation process for considering disclosure Engagement & Value-Add –Disclosure Committee must be seen as helpful, not a “policeman” –Assess & Review quickly, assist with editing, language, context & compliance

9. Relationships are key Chairman Board Members Compliance Committee Chair CEO Key Executives Business Development ASX Relationship Manager External Lawyers Customers Good relationships Great communications Regular Formal & informal Your customers are important: –Contracted confidentialities –Engage early –Manage expectations –Prepare for robust discussion Company Secretary Investor Relations General Counsel Corporate (External) Affairs

10. Advising the Board Day-To-Day –No surprises – mostly pre-considered –Engage early –Materiality / Exclusions “Stress” situations –Take-overs / safety incidents / financial changes –Appoint sub-committee –Include your external lawyers –Prepare for contingencies

11. Separation of Roles My view… Recent tendency to combine legal + company secretary Higher governance and legal complexity will see this continue Only larger companies will separate the roles Separation will not be seen as a defence or a cure The functions are inextricably linked in practice

12. Expectations? Post James Hardie & FMG… Broader understanding of the complexity of disclosure Cannot hide behind in-house privilege or separate company secretarial role – an “officer” is broadly defined by responsibility not title Lawyer’s duties will include advice on compliance and risk protection. Emphasis on good minutes Cannot hide behind procedural arguments, but look to substance Boards understand a high level of obligation and responsibility to enquire (or protest) – if necessary after an action or announcement Boards rely on executive officers to be transparent As always, good PI insurance helps

13. FOR MORE INFORMATION CONTACT: Calibre Group Pty Ltd Level 2, 50 St Georges Terrace Perth, Western Australia 6000 Tel: +61 8 6000 0000 calibregroup.com.au