This statement outlines the main corporate governance practices that were in place for the financial year.  The Company’s practices are mainly consistent with those guidelines contained within the “Corporate Governance Principals and Recommendations” established by the ASX Corporate Governance Council.

Given the size and structure of the Company, the nature of its business activities, the stage of its development and the cost of strict and detailed compliance with all of the recommendations, the Company has adopted a range of modified systems, procedures and practices which it considers will enable it to meet the principles of good corporate governance.

Where the Company’s practices do not correlate with the recommendations contained within the guidelines those departures from the guidelines are detailed and explained within this statement.

Principle 1: Laying Solid Foundations for Management and Oversight
Role and Responsibilities of the Board

The Board is responsible for ensuring that the Company is managed in a manner which protects and enhances the interests of it’s shareholders and takes into account the interest of all stakeholders.  This includes setting the strategic directions for the company, establishing goals for management and monitoring the achievement of these goals.

The key responsibilities of the Board are:

1.    to define and set the Company’s business objectives and subsequently monitor performance and achievement of those objectives.
2.    to oversee the reporting on matters of compliance with corporate policies and laws, takes responsibility for risk management processes and reviews the executive management of the Company.
3.    to monitor and approve financial performance and budgets.
4.    to report to shareholders and stakeholders.

The Board has delegated to executive management responsibility for:

•    assisting in developing and implementing corporate strategies and making recommendations where necessary;
•    appointing management and staff and setting terms of appointment and evaluating performance;
•    developing the annual budget and managing day-to-day operations within budget;
•    maintaining risk management frameworks: and
•    keeping the Board and market informed of material events.

Principle 2: Structuring the Board to Add Value

Composition of the Board
The names, skills, experiences and period of office of the Directors of the Company in office at the date of this Statement are set out in the Director’s Report.

The composition of the Board is determined so as to provide the Company with a broad base of industry, business, technical, financial and corporate skills and experience considered necessary to represent shareholders and fulfill the business objectives of the Company.

The Board composition is determined with reference to the following principles:
•    Persons nominated as Non-executive Directors shall be expected to have qualifications, experience and expertise of benefit to the Company and to bring an independent view to the Board’s deliberations. 

•    The Chairperson should ideally be independent, but in any case be Non-executive and be elected by the Board based on his/her suitability for the position. Mr Taig is presently engaged as an Executive Chairman with his executive role strictly limited to assisting with corporate development and investor relations and to assist in the transition of the Managing Director’s role from Mr Williams to the Chief Executive Officer’s role undertaken by Mr Baird. Mr Taig’s executive duties will be re-evaluated during the coming financial year.

•    The roles of Chairperson and Managing Director should not be held by the same individual.

•    All Non-executive Directors are expected to voluntarily review their membership of the Board from time-to time taking into account length of service, age, qualifications and expertise relevant to the Company’s then current policy together with the other criteria considered desirable for composition of a balanced board and the overall interest of the Company.

•    The number of Directors is maintained at a level which will enable effective spreading of workload and efficient decision making.

•    The Company considers that the Board should have at least three Directors (minimum required under the Company’s Constitution) and strives to have a majority of independent Directors.

The Board has accepted that an independent Director is one who:
•    Does not hold an executive position:
•    is not a substantial shareholder of the Company of an officer of, or otherwise associated, directly or indirectly, with a substantial shareholder of the Company;
•    has not within the last 3 years been employed in an Executive capacity by the company or another group member, or been a Director after ceasing to hold any such employment;
•    is not a principal of a professional adviser to the Company or another group member;
•    is not a significant consultant, supplier or customer of the Company or another group member, or an officer of or otherwise associated, directly, with a significant consultant, supplier or customer;
•    has no significant contractual relationship with the company or another group member other than as Director of the Company; and
•    is free from any interest and any business or other relationship which could, or could reasonably be perceived to, materially interfere with the Director’s ability to act in the best interests of the Company.

Of the current board members, Mr Phillip Lockyer and Mr Christopher Hendricks are considered to meet these criteria as Independent Directors.

Independent Professional Advice and Access to Company Information
Each Director is entitled to seek independent advice at the Company’s expense to assist them to carry out their responsibilities, however, prior approval of the Chairman is required which is not unreasonably withheld. A copy of advice received by the Director is made available to other members of the Board.

Nomination Committee / Appointment of new Directors
Because of the size of the Company and the size of the Board, the Directors do not believe it is appropriate to establish a separate Nomination Committee.  The Board has taken a view that the full Board will hold special meetings or sessions as required.  The board is confident that this process for selection and review is stringent and full details of all Directors are provided to shareholders in the annual report and on the web.

The composition of the Board is reviewed on an annual basis to ensure the Board has the appropriate mix of expertise and experience.  The Board does not believe at this point of the Company’s development that it is necessary to appoint additional directors.

Performance of Directors and Chief Executive Officer
The performance of all Directors, the Board as a whole and the Chief Executive Officer is reviewed annually.

The Board meets once a year with the specific purpose of conducting a review of its composition and performance.  This review includes:

•    Determining the appropriate balance of skills and experience required to suit the Company’s current and future strategies;
•    Comparing the above requirements against the skills and experience of current Directors and Executives;
•    Assessing the independence of each Director;
•    Measuring the contribution and performance of each Director;
•    Assessing any education requirements or opportunities; and
•    Recommending any changes to Board procedures, Committees or the Board composition.

Such a review was undertaken during the year ended 30 June 2009.

Performance of Senior Executives
The Board meets at least annually to review the performance of senior Executives, considerations include the following:

•    The performance of the senior Executive in supplying the board with information in a form, timeframe and quality that enables the Board to effectively discharge its duties;
•    Feedback from other senior Executives: and
•    Any particular concerns regarding the senior Executive.

A review was undertaken during the year ended 30 June 2009.

Principle 3: Promotion of Ethical and Responsible Decision –Making

Code of Conduct
The Company has developed a Code of Conduct (the Code) which has been fully endorsed by the Board and applies to all directors and employees.  The Code is regularly reviewed and updated as necessary to ensure it reflects the highest standards of behaviour and professionalism and the practices necessary to maintain confidence in the Company’s integrity.

The Code of conduct embraces the values of:

•    Integrity
•    Excellence
•    Commercial Discipline

The Board encourages all stakeholders to report unlawful/unethical behaviour and protection for those who report potential violations in good faith.

Trading in Focus Minerals Securities by Directors, Officers and Employees
The Board has adopted a specific policy in relation to Directors and officers, employees and other potential insiders buying and selling shares.

Directors, officers, consultants, management and other employees are prohibited from trading in the Company’s shares, options and other securities in the following circumstances:

•    If they are in possession of price-sensitive information; and
•    Speculative trading for a short term gain.

The Directors have given an undertaking to inform the Company Secretary of any trading in shares by Directors which must be notified to the ASX.

The Code and the Company’s trading policy are discussed with each new employee as part of their induction training.

The Code requires employees who are aware of unethical practices within the Company or breaches of the Company’s trading policy to report these to the Company Secretary, Chief Executive Officer or Chairman.  This can be done anonymously.

The Directors are satisfied that the Company has compiled with its policies on ethical standards, including trading in securities.

Conflict of Interest
Directors must keep the Board advised, on an ongoing basis, of any interest that could potentially conflict with those of the company.  Where the Board believes a significant conflict exists, the Director concerned does not receive the relevant Board papers and is not present at the Board meeting whilst the item is considered.  Details of Directors related entity transactions with the Company and Group are set out in the related parties note in the financial statements.

Principle 4: Safeguarding Integrity in Financial Reporting

Audit Committee- Membership and Conduct
An Audit Committee has been established consisting of Mr Christopher Hendricks, an Independent Director who is appointed Committee Chairman, and Mr Donald Taig, the company’s Executive Chairman. The Executive Chairman has no active role in the daily affairs of the Company other than corporate development and is considered to be suitably independant of the operations to be a qualified member of the Committee.

The Committee meets regularly with the external auditors to discuss audit outcomes and the Company’s financial statements. Each board member has access to the external auditor at any time and the external auditor has access to each individual board member.

The Audit Committee reviews the appointment of the external auditor at least annually reviewing the external auditor in terms of their independence and performance in relation to the adequacy of the scope and quality of the annual statutory audit and half –year review and the fees charged.

The Chief Executive Officer and the Chief Financial Officer make a statement to the Audit Committee that he Company’s financial reports present a true and fair view in all material respects of the Company’s financial condition and operational results and are in accordance with the relevant accounting standards.

A director, in accordance with a resolution of the Directors, makes a statement to the shareholders that the Company’s financial reports present a true and fair view in all material respects of the Company’s financial condition and operational; results and are in accordance with the relevant accounting standards.

Principle 5: Making Timely and Balanced Disclosure
 
Market Disclosure Policies
All Directors, executives and staff are required to abide with all various legal requirements and ASX Listing Rule obligations in relation to disclosure of information to the market.  This includes specific compliance with the continuous disclosure requirements of the ASX Listing Rules.

The Company Secretary has been appointed the person responsible for overseeing and co-coordinating disclosure of information to the ASX as well as communicating with the ASX.

Principle 6: Respecting the Rights of Shareholders
 
The Board places significant importance on effective communication with shareholders.

Information is communicated to shareholders through the distribution of the annual and half yearly financial reports, quarterly reports on activities and cashflows, announcements through the Australian Securities Exchange and the media, on the company’s web site and through the Chairman’s address at the annual general meeting.

In addition, news announcements and other information are sent by email to all persons who have requested their name to be added to the email list.  If requested, the Company will provide general information by email, facsimile or post.

While the Company has no formal communication policy in place for the benefit of shareholders, the Company provides continuous communication which ensures shareholders and the markets are adequately informed of the Company’s activities.

The Company will, wherever practicable, take advantage of new technologies that provide greater opportunities for more effective communications with shareholders.

Principle 7: Recognising and Managing Risk

The Board is conscious of the need to continually maintain systems of risk management and internal controls to manage all the assets and affairs of the Company.

As an ordinary part of the Company’s business is dealing in assets denominated by reference to international currencies other than the Australian dollar in particular the value of gold produced by the Company.  The Directors are sensitive to the need to manage this currency risk and fluctuations in the value of gold. In addition, the risk management includes asset risk, operational risk, personal health and safety risk amongst others.

The Company identifies, manages and reports to the Board on those risks regularly.

Given the nature and size of the Company, its business interests and the involvement of all Directors it has not been considered necessary to establish a specific risk management policy. However, the risk management principles are adopted where it is deemed necessary and prudent and it is a standing item on the Board’s meeting agenda and is discussed at each Board meeting.

Principle 8: Remunerate Fairly and Responsibly

Remuneration Committee
A Remuneration Committee has been established to determine and review the remuneration of executives and Directors.

The maximum amount of remuneration for all directors is fixed by shareholders in General Meeting and can only be varied by shareholders in similar manner. In determining the allocation of fees, the Board takes into account the time demands on Directors together with the responsibilities undertaken by them.

A full discussion of the company’s remuneration philosophy and framework and the remuneration received by Directors and executives in the current period is included in the remuneration report contained within the Directors’ Report.