CONICO LTD — Governance Information 2007

Jun 13, 2007

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FISSION ENERGY LTD A.C.N. 119 057 457

CORPORATE GOVERNANCE STATEMENT

Corporate Governance

The Board of Directors is responsible for the corporate governance of the company. The Board monitors the business affairs of the Company on behalf of the shareholders by whom they are elected and to whom they are accountable.

The Board of Directors acknowledge the Principles of Good Corporate Governance and Best Practice Recommendations set by the Australian Stock Exchange ("ASX") Corporate Governance Council. However, in view of the Company's current size and extent and nature of operations, full adoption of the recommendations is currently not practical. The Board will continue to work towards full adoption of the recommendations in line with growth and development of the Company in the years ahead. Where the Company's framework was different to the Principles of Good Corporate Governance and Best Practice Recommendations set by the ASX Corporate Governance Council, it has been noted below.

A summary of the current corporate governance practices as adopted by the Board are as follows;

The Board of Directors

Board Responsibilities

The Board assumes responsibility for overseeing the affairs of the Company by ensuring that they are carried out in a professional and ethical manner and that business risks are effectively managed.

The board carries out its responsibilities according to the following mandate:

• The Company's Constitution fixes the number of Directors to at least three directors and not $\bullet$ .
  
  : more than ten. The Board currently consists of three, with two-thirds being non-executive directors:
• The directors should possess a broad range of skills qualifications and experience;
• The Company's Constitution requires that one third of all the Directors other than the Managing $\bullet$ . Director retire by rotation at each annual general meeting. Directors appointed during the period since the last annual general meeting of the Company must submit themselves for election at the next Annual General Meeting;
• The full board meets formally to conduct appropriate business. The Board uses resolutions in $\bullet$ writing signed by all Directors to deal with matters requiring decisions between meetings;
• . All available information in connection with items to be discussed at a meeting of the board shall be provided to each director prior to that meeting.

The primary responsibilities of the Board include;

• Review and ratify systems of risk management and internal compliance and control, codes of $\bullet$ conduct, legal compliance, and any other regulatory compliance;
• . Approve and monitor the progress of major capital expenditure, capital management, and acquisition and divestitures;
• $\bullet$ Approve and monitor financial and other reporting to shareholders and the market;
• Monitor the Board composition, Director selection, Board process and performances and ensure $\bullet$

CADecuments and Sattings/mich/Local Settings/Temporary Internet Files/OLK1C/Corporate Governance Statement.doc

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FISSION ENERGY LTD A.C.N. 119 057 457

CORPORATE GOVERNANCE STATEMENT

Directors have an understanding of the consolidated entities business:

• Monitor and influence the key standards of the consolidated entity including Ethical Standards. $\bullet$ reputation and culture:
• $\bullet$ The approval of the annual and half-yearly financial report:
• The review and adoption of annual budgets for financial performance of the consolidated entity $\bullet$ and the monitoring of results;
• Ensuring that the consolidated entity is able to pay its debts as and when they fall due. $\bullet$ . . . .

The Company discloses the details of qualifications and experience of each Director in its annual report.

Due to the Company's current size and extent and nature of operations, the following departures from the Principles of Good Corporate Governance and Best Practice Recommendations have occurred:-

The Company does not have a majority of independent directors; The Chairman of the Board is an executive director.

Board Committees

Remuneration Committee

Due to the Company's current size and extent and nature of operations, the following departures from the Principles of Good Corporate Governance and Best Practice Recommendations have occurred:-

The Company does not have a Remuneration Committee. The Board believes that, with the number of Directors on the Board, the Board itself is the appropriate forum to deal with this function.

The Company's Constitution allows for a maximum amount per annum to be paid to non-executive directors to be allocated at the discretion of the Directors. Any changes to the annual amount must be approved at a General Meeting of members of the Company.

Audit Committee

Due to the Company's current size and extent and nature of operations, the following departures from the Principles of Good Corporate Governance and Best Practice Recommendations have occurred:-

The Company does not have an Audit Committee. The Board believes that, with the number of Directors on the Board, the Board itself is the appropriate forum to deal with this function.

Nomination Committee

Due to the Company's current size and extent of nature and operations, the following departures from the Principles of Good Corporate Governance and Best Practice Recommendations have occurred;

The Company does not have a Nomination Committee. The Board believes that, with the number of Directors on the Board, the Board itself is the appropriate forum to deal with this function.

Independent Professional Advice

With prior approval of the Chairman, each director has the right to seek independent legal and other professional advice at the Company's expense concerning any aspect of the Company's operations or undertaking in order to fulfil their duties and responsibilities as directors.

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