Corporate Governance

The corporate governance statements, policies and committees of Directors formed are described below.

Board of Directors and its Committees

The Board's policy is that the Board should include at least an equal number of Non-Executive Directors to Executive Directors. Under the Company's constitution, Directors are elected for a period of three years subject to the requirement that one-third of the Directors must retire at each annual general meeting. Retiring Directors may offer themselves for re-election.

The Board is responsible for the overall corporate governance of the Company. Issues of substance affecting the Company are considered by the full Board of Directors, with advice from external advisers as required. Any conflict of interest must be declared by the Director when it arises, and Directors do not participate in discussions or resolutions pertaining to any matter in which the Director has a material personal interest.

The Board has ultimate responsibility to the Shareholders for the welfare of the Company by guiding and monitoring its business affairs. The Board delegates management of the Company's resources to the senior executive management, under the leadership of the Chief Executive Officer, to deliver the strategic plans and goals as set by the Board.

In discharging their duties, Directors are provided with direct access to senior management and outside advisors and auditors. Board committees and individual Directors may seek, with the Chairman's approval, independent professional advice at the Company's expense for the purposes of the proper performance of their duties. The Company's policy is to execute a formal deed with each Director and the Company Secretary, to clearly set out the parties' expectations regarding access to board papers, indemnity and insurance.

The Board has established two committees, the Audit & Risk Committee and the Nomination & Remuneration Committee, to assist with the execution of the Board's duties and to ensure specialist issues are given detailed consideration.

Audit & Risk Committee

The Audit & Risk Committee for Greater Asia Investments comprises Mr Clifford Clayton (Chair), Mr Jack Tan and Mr Don Christie.

The role of the Audit & Risk Committee is to assist the Board in fulfilling its corporate governance responsibilities and oversee the integrity of the financial reporting of the Company. The primary duties and responsibilities of the Audit & Risk Committee include recommending to the Board the appointment of the external auditors, reviewing and monitoring compliance with the audit plan of the external auditors, reviewing the Company's financial reports and monitoring the quality of financial information, monitoring the effectiveness of the accounting systems and the internal control environment, ensuring the Company has an effective risk management and compliance system, and providing a clear line of communication between the external auditors and the Board.

Nomination & Remuneration Committee

The Nomination & Remuneration Committee comprises Mr Don Christie (Chair), Mr Clifford Clayton, and Mr Jack Tan. The functions of this committee are to monitor and review:

The remuneration arrangement for the CEO and sets parameters within which the CEO will review arrangements for other senior executives. Currently the CEO and CFO are contracted to the Manager and not the Company;
The remuneration policies, personnel practices, and strategies of the Company generally;
Any employee incentive schemes;
The remuneration arrangements for any Non-Executive Directors;
The size and composition of the Board and criteria for Board membership; and
The membership of the Board and the nomination of candidates for consideration by the Board.

Reports to Shareholders

The Company will aim to ensure that all Shareholders are kept informed of all material developments affecting the Company's business in accordance with all applicable disclosure requirements. Information is communicated to Shareholders through the annual general meeting, annual report, half year and full year results announcements, formal disclosures to ASX and the Company's website.

To assist Shareholders assess the value of Shares and Options and to comply with ASX Listing Rules, Greater Asia Investments will release to Shareholders through the ASX a statement of the Net Tangible Asset backing of the Shares on a monthly basis. The calculation of Net Tangible Asset backing of Shares will be made in accordance with ASX Listing Rules.

It is anticipated that the Net Tangible Asset backing of Shares calculations will combine monthly valuations of the Fund and quarterly valuations of the Other Asian Investment Companies, if applicable.
Greater Asia Investments will provide to Shareholders or holders of Options on request, free of charge, a copy of statements to Shareholders through ASX of the Net Tangible Asset backing of Shares from time to time.