4DS MEMORY LIMITED — Governance Information 2010

Dec 5, 2010

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Fitzroy Resources Limited Compliance with Corporate Governance Recommendations

Fitzroy Resources Limited Compliance with Corporate Governance Recommendations	Fitzroy Resources Limited Compliance with Corporate Governance Recommendations	Fitzroy Resources Limited Compliance with Corporate Governance Recommendations	Fitzroy Resources Limited Compliance with Corporate Governance Recommendations
Recommendation Compliance Reasons for Non-Compliance Yes / No
1.1	Companies should establish the functions reserved to the board and those delegated to senior executives and disclose those functions.	The Board has adopted a statement of Board and Management Functions.	NA
1.2	Companies should disclose the process for evaluation the performance of senior executives.	The Board has adopted an evaluation policy in respect to performance evaluation of Senior Executives.	NA
2.1	A majority of the Board should be independent directors.	The majority of the Board are not independent directors.	Given the present size and complexity of the company the composition of the board is considered appropriate. The board will consider the appointment of further independent directors as the Company increases in size and complexity.
2.2	The chairperson should be an independent director.	Mr Tom Henderson (Chairman) is not an independent director.	Given the present size and complexity of the company an independent chairperson has not been appointed. The board will consider the appointment of an independent chairperson as the Company increases in size and complexity.
2.3	The roles of chairperson and chief executive officer should not be exercised by the same individual.	The Chair is held by Mr Henderson and Mr William Dix is Managing Director (CEO equivalent)	NA
2.4	The Board should establish a nomination committee.	The Board has not established a Nomination Committee.	Given the present size and complexity of the company, the Board decided that a separate nomination committee is not required. The functions of this committee will be carried out by the full Board
2.5	Companies should disclose the process for evaluating the performance of the board, its committees and individual directors.	The Board has adopted a self evaluation policy in respect to performance evaluation of the Board. A summary is disclosed on the company website.	N/A
3.1	Establish a code of conduct to guide the directors, the chief executive officer (or equivalent), the chief financial officer (or equivalent) and any other key executives as to: - the practices necessary to maintain confidence in the Company’s integrity; - the practices necessary to take into account their legal obligations and the reasonable expectations of their stakeholders; - the responsibility and accountability of individuals for reporting and investigating reports of unethicalpractices.	The Board has adopted a written code of conduct which will be posted on the company website.	NA

3.2	Establish a policy concerning trading in company securities by directors, senior executives and employees and disclose the policy or a summary of that policy.	The Board has adopted a policy concerning trading in securities by Directors, Officers and Employees.	NA
4.1, 4.2,4 .3	The Board should establish an audit committee.	The Board has not established an Audit Committee.	Given the present size and complexity of the company, the Board decided that a separate audit committee is not required. The functions usually carried out by an Audit Committee will be carried out by the full Board
5.1	Establish written policies and procedures designed to ensure compliance with ASX Listing Rule disclosure requirements and to ensure accountability at a senior executive level for that compliance and disclose those policies or a summary of those policies.	The Board has adopted a Disclosure of Information Policy which deals with compliance with ASX Continuous Disclosure requirements.	NA
6.1	Design and disclose a communications strategy to promote effective communications with shareholders and encourage effective participation at general meetings and disclose their policy or a summary of that policy.	The Company places a high priority on communication with Shareholders. The Company is aware of the obligations it will have, once listed, under the Corporations Act and the Listing Rules. The Company intends to keep the market fully informed of the information which is generally available and which may have a material effect on the price or value of the Companies Securities. Information is communicated to shareholders as follows: - notices of all meetings of shareholders: - all documents that are released publically will be able to be accessed on the Company's website.	NA
7.1	The Board or appropriate Board committee should establish policies on risk oversight and management.	The Board will monitor and if necessary receive advice on areas of operational and financial risks. The Board considers and monitors ongoing risk management arrangements.	NA
7.2	The Board should require management to design and implement the risk management and internal control system to manage the Company’s material business risks and report to it on whether those risks are being managed effectively. The Board should disclose that management has reported to it as to the effectiveness of the Company’s management of its material business risks.	The Board has implemented reporting arrangements to ensure the Board receives regular reports from management in respect of operations and the financial position of the Company.	NA

7.3	Disclose whether the Board has received assurance from the CEO and CFO (or equivalents) that the declaration provided in accordance with CA section 295A is founded on a sound system of risk management and internal control and that the system is operating effectively in all material respects in relation to financial reporting risks.	The Managing Director and CFO (or equivalents) will provide the Board annually a statement confirming sound internal controls and that risk management procedures are operating efficiently and effectively.
8.1	The Board should establish a remuneration committee.	The Board has not established a remuneration committee.	Given the present size and complexity of the company, the Board decided that a separate remuneration committee is not required. The functions of this committee will be carried out by the full Board
8.2	Clearly distinguish the structure of non-executive directors’ remuneration from that of executives.	The Board has resolved that the Non-Executive Directors receive fixed fees. Executive Directors are paid on negotiated commercial terms.	NA