BOARD CHARTER FOR IMPLANT MEDIA

30 November 2011

1. MISSION

To be at the forefront in the provision of information reproduction services and products

2. VISION

Efficient and professional delivery of specialist reproduction products and services with a focus on customer value and satisfaction

3. PURPOSE OF THIS DOCUMENT

The purpose of this document is to guide Board Directors and staff as to the role of the Board and the conduct of directors. Once adopted it is intended that it will be reviewed annually to ensure appropriateness and currency.

4. ROLE OF THE BOARD

1. The intent of the Board is to guide the work and outcomes of Implant Media.
2. The Board recognises a "governing" rather than "managing" approach to its stewardship, and maintains a focus on strategic and/or long term issues rather than day-to-day issues.
3. The Board's role, on behalf of its Directors and stakeholders, is to ensure that the Implant Media works to achieve its Mission by following its constitution, and adhering to its values and policies.
4. The Board is responsible for setting strategy and goals and the provision of leadership in achieving these.
5. The Board must also ensure that Implant Media meets all of its compliance requirements by law and under relevant Licences, Agreements, Acts, Regulations and Contracts.
6. Challenge and question direction of the Company
7. Act as a good source of advice and information to the Company
8. Be fully informed on issues pertaining to the operation of Implant Media
9. Approve budgets and ensure the Company is financially sound
10. Review and initiate strategic analysis
11. Develop governance policies which allow Directors and staff applying policy to operate without the need for constant reference to the Board
12. Ensure that the Board and the Company fulfils governance requirements
13. Conduct periodic evaluation of both Board and organisational performance

Board Policies

The Board fulfils its role by developing and monitoring Board Policies which provide direction and boundaries for its own and the functions. The Board will develop the following policies:

Achievement Policies

• Achievement Policies describe the results the Board wants to achieve.
• Achievement policies define the benefits provided to the Foundation and stakeholders.
• Achievement Policies include the Vision, Mission, Objectives, Strategic Directions and Strategic Goals as outlined in the Strategic Plan.

Governance Policies

Governance Policies describe the way the Board carries out its overall Governance role. Governance Policies include the Mission Statement, Conflict of Inerest and Code of Practice, and relevant policies as developed by the Board.

5. CODE OF ETHICS AND PROPER PRACTICE

The Board is committed to ethical conduct in all areas of its responsibilities and authority.

Board members

1. Shall act honestly and in good faith at all times in the interest of the Company and its stakeholders, ensuring that all stakeholders are treated fairly according to their rights.
2. Shall carry out their duties in a lawful manner and ensure that the Company carries out its business in accordance with the law and the terms of its Constitution and contractual requirements.
3. Shall avoid conflicts of interest as far as possible.
4. Shall be diligent, attend Board meetings and devote sufficient time to preparation of Board meetings to all for full and appropriate participation in the Board's decision making.
5. Shall not disclose to any other person confidential information other than as agreed to by the Board or as required under law.
6. Shall act in accordance with the fiduciary duties, complying with the spirit as well as the letter of the law, recognising both the legal and moral duties of the role.
7. Shall interact with the Board and the Company in a positive and constructive manner.
8. Shall abide by Board decisions once reached.
9. Shall regularly review their own performance with a view to ensuring a suitable contribution to Board deliberations and decision-making and, if found lacking, should either pursue training or assistance to improve their performance or resign.
10. Shall alert the Chairman of a perceived ethical issue.

6. CONVENING OF MEETINGS

1. Any Director may whenever he thinks fit convene a meeting of the Company's Directors.
2. Directors must be informed of a meeting no less than ten (10) days before the date for that meeting.
3. A notice of a meeting of the Company's Directors shall specify the place, day and time of the meeting, the general nature of the business to be transacted at the meeting, and such other information as is required (according to Section 249L of the Act).

7. QUORUM FOR A MEETING

A minimum of two Directors may convene a Directors' meeting providing that all other Directors have been informed of the nature of the business to be discussed at the meeting as per point 2 Convening of Meetings.

8. AGENDA

1. The Secretary of the Company is responsible for preparing and circulating the Agenda.
2. A meeting Agenda must be circulated to all Board Members no less than ten (10) days before a scheduled meeting of the Board.
3. In order to prepare the Agenda for a Board Meeting, the Company Secretary is responsible for contacting all Board Members and asking for items to be included on the Agenda.
4. The Secretary will prepare the Minutes of a Board Meeting and distribute these either on their own or together with the Agenda for the next meeting of the Board.

9. MINUTES

1. Minutes include:
   • Date and venue
   • Attendees and apologies
   • Summary of key points discussed
   • Agreements/resolutions
   • Action items, including action ownership and expected completion date, and
   • Any attachments tabled within the meeting
2. Draft minutes should be forwarded to the Chair for preliminary overview as soon as practicable after the meeting and should be distributed to each Board member by email within 10 days of the meeting.
3. Minutes are reviewed and accepted (or otherwise) at the next meeting, signed by the Chair and filed in the register which is available for members to inspect.

10. ANNUAL GENERAL MEETING

The Annual General Meeting of Implant Media will be held within four months of the end of the financial year (ie by 30 April)

11. CONDUCT OF MEETINGS

Board meetings will be conducted considering the following:

1. The role of the Board will guide the content of Board meetings, with a focus on strategic rather than operational issues.
2. Board meetings will start and finish on time.
3. The agenda will determine the priority and time allocation of issues for discussion.
4. The Chair will keep the meeting moving, working to ensure that agenda items are appropriate covered and decisions are made.
5. Importance of inclusiveness and ensuring that all there is adequate opportunity for all points of view to be expressed and heard.
6. All directors will devote sufficient time to meeting preparation (including reading pre-distributed information) prior to the meeting, to allow for full and appropriate participation in the Board's discussion and decision making.
7. Where a decision cannot be made due to insufficient information, discussion and decision will be postponed to a subsequent meeting (or via email if this format is more appropriate).
8. All Directors will honour the right of others to speak, and will listen accordingly.
9. Questions should be asked to ensure full understanding.

12. COMPANY CHAIRMAN

The Chairman ensures the integrity of the Board's process provides leadership to the Board and, as appropriate, represents the Board to outside parties.

The Chairman shall;

1. Ensure that the Board's actions and behaviour are consistent with its own rules and external requirements.
2. Chair Board meetings, with all the commonly accepted power of that position.
3. Ensure that meeting discussion content will be confined to those issues that, according to Board guidelines, clearly belong to the Board and are for the Board and not the CEO to decide.
4. Ensure that all Board members are encouraged and enabled to make a contribution to the Board's deliberations.
5. Counsel non-performing Board members.
6. Ensure the achievement of appropriate outcomes.
7. Have the option of delegating their authority to another appropriate person.

The Chairman shall not:

1. Unilaterally change matters of policy
2. Inhibit the free flow of information to the Board necessary for sound governance or come between the Board and its formal links with the Chief Executive.
3. Remove their accountability for the use of their authority even if it is delegated.

13. COMPANY SECRETARY

1. The Secretary of the Company is responsible for preparing and circulating the Agenda which must be circulated to all Board Members no less than ten (10) days before a scheduled meeting of the Board.
2. In order to prepare the Agenda for a Board Meeting, the Company Secretary is responsible for contacting all Board Members and asking for items to be included on the Agenda.
3. The Secretary will prepare the Minutes of a Board Meeting and distribute these either on their own or together with the Agenda for the next meeting of the Board.

14. VOTING PROCEDURE

1. At any meeting of the Company's Directors a resolution put to the vote of the meeting shall be decided on a show of hands, unless a poll is demanded before a vote is taken or immediately after the declaration of the result of the show of hands.
2. Unless such a poll has been demanded, a declaration by the Chairman that a resolution has on a show of hands been carried or lost, or carried unanimously, or by a particular majority or, and an entry to that effect in the book containing the Minutes of the Proceedings of the Company, is conclusive evidence of the fact even without proof of the number or proportion of the votes recorded in favour of or against the resolution.
3. Once the Chairman has called for a show of hands to indicate whether Board Members are in favour of or opposed to a particular Resolution that has been put by a Board Member, that resolution will be determined as carried when a particular majority, specifically a majority plus one of the attending Board Members, is counted.

15. VOTING BY PROXY

An instrument appointing a Proxy:

1. Must be in writing and executed by or on behalf of the appointing Board member or Chairperson.
2. Will not be invalid merely because it omits the name of the Proxy, the address of the appointing ember or the address of the Proxy.
3. Will be deemed to have appointed the Chairman of the Meeting as the Proxy of the appointing Board Member where no other person has been named to act as a Proxy.

16. QUALIFICATION OF DIRECTORS

It shall not be necessary for Director to be a member of the Company by way of qualification and a Director who is not a member of the Company shall be entitled to receive notices of, and attend, and speak at meetings of the Company's Board of Directors.

17. APPOINTMENT OF DIRECTORS

1. Until a Director resigns, dies or is removed from or vacates office as provided in Implant Media's Constitution, every Director shall continue to hold office.
2. Directors shall have the power at any time, and from time to time to, appoint a new Director to fill a casual vacancy, and,

18. APPOINTMENT OF A MANAGER

1. The Directors may from time to time appoint one or more of their number to the office of Managing Director for such period and on such terms they think fit and, subject to the terms of any agreement entered into in a particular case, may revoke any such appointment.
2. Any such appointment of a Managing Director automatically terminates if the appointee ceases from any cause to be a Director.
3. The Directors as a result of discussion at a Board Meeting confer the same and or other powers on a person they appoint as a Managing Director.

19. REMUNERATION OF DIRECTORS

Non-workplace Directors shall be paid by way of remuneration such amounts and in such manner as the Directors determine.

20. DUTIES OF DIRECTORS

Directors shall carry out all duties as described in the Role of the Board, Code of Ethics and Proper Practice, and Conflict of Interest in this Charter.

21. CONFLICT OF INTEREST

The Board places great importance on making clear any existing or potential conflicts of interest for its members. All such conflicts of interest shall be declared by the member concerned and officially documented.

Accordingly:

1. Any business or personal matter that is, or could be, a conflict of interest involving the individual and his/role and relationship with the Company must be declared and minuted.
2. Where a conflict of interest is identified and minuted, the Board member concerned shall not vote on any resolution relating to that conflict or issue.
3. The Board member shall only remain in the room during any related discussion with Board approval and all such occurrences will be minuted.
4. When the Chairman is aware of a real or potential conflict of interest involving one or more Board members, the Chairman must take whatever steps are necessary to ensure that the conflict is managed in an appropriate manner according to this policy.
5. Individual Board members who are aware of a real or potential conflict of interest of another Board member have a responsibility to bring this to the notice of the Board.

Examples of Conflicts of Interest include, but are not limited to:

• When a Board member, or his/her immediate family or business interests, stands to gain financially from any business dealings, programs or services provided to Implant Media.
• When a Board member offers a professional service to Implant Media.
• When a Board member stands to gain personally or professionally from any insider knowledge if that knowledge is used for personal or professional advantage.

22. MEETINGS OF DIRECTORS

1. Frequency: meetings may be called or adjourned as often as the Board sees fit to enable them to discharge their duties and to deal with matters required of the Board for the running of the Company.
2. Convening of Board Meetings: the Board of Directors may at any time, and the Secretary shall on the request of a Director, convene a Board Meeting.
3. Notice of Board Meetings: reasonable notice must be given for all Board Meetings, unless all Directors consent to waive this requirement for notice of a particular Board Meeting.

23. ACCOUNTS

1. The Directors must maintain proper Books of Accounts in which shall be kept true and complete Accounts of the Affairs and Transactions of the Company.
2. Proper books will not be deemed to be kept unless those books give a true and fair view of the state of the Company's affairs and explain its transactions.