DEVELOP GLOBAL LIMITED — Governance Information 2007

Apr 25, 2007

JUTT HOLDINGS LIMITED

ACN 122 180 205

SUMMARY OF COMPLIANCE WITH ASX LIMITED'S PRINCIPLES OF GOOD CORPORATE GOVERNANCE AND BEST PRACTICE RECOMMENDATIONS

Lay solid foundations for management and oversight $\mathbf{L}$

$1.1$ Formalise and disclose the functions reserved to the board and those delegated to management.

This recommendation is satisfied. The respective roles and responsibilities of Board and Management are set out in the Company's Board Charter and Business Plan.

$\overline{2}$ Structure the board to add value

$\sim$

$2.1$ A majority of the board should be independent directors.

This recommendation is not satisfied. Also because of the relatively small size of the Company and in its formative stages the expertise currently involved satisfies the requirements. As the Company develops and grows then it shall seek to incorporate independent directors as is needed.

$2.2$ The chairperson should be an independent director

This recommendation is satisfied.

$2²$ The roles of chairperson and chief executive officer should not be exercised by the same individual.

This recommendation is satisfied.

$2.4$ The board should establish a nomination committee.

This recommendation is not satisfied. Given the size of Jutt and its Board, the Directors consider that any efficiencies achieved by the establishment of a nomination committee would be minimal, thereby not making establishment cost effective.

$3₁$ Promote ethical and responsible decision making

$3.1$ 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.

This recommendation is satisfied.

$3.2$ Disclose the policy concerning trading in company securities by directors, officers and employees.

This recommendation is satisfied.

$\overline{4}$ . Safeguard integrity in financial reporting

$4.1$ Require the chief executive officer (or equivalent) and the chief financial officer (or equivalent) to state in writing to the board 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 relevant accounting standards.

This recommendation will be satisfied upon conclusion of the current financial year.

$4.2$ The board should establish an audit committee.

This recommendation is not satisfied. Given the size of Jutt and its Board, the Directors consider that any efficiencies achieved by the establishment of a audit committee would be minimal, thereby not making establishment cost effective.

$4.3$ Structure the audit committee so that it consists of only non-executive directors, a majority of independent directors and an independent chairperson, who is not chairperson of the board.

Refer above.

4.4 The audit committee should have a formal charter.

Refer above.

5. Make timely and balanced disclosure

$5.1$ Establish written policies and procedures designed to ensure compliance with ASX Listing Rule disclosure requirements and to ensure accountability at a senior management level for that compliance.

This recommendation is satisfied.

6. Respect the rights of shareholders

$6.1$ Design and disclose a communications strategy to promote effective communication with shareholders and encourage effective participation at general meetings.

This recommendation is satisfied.

$6.2$ Request the external auditor to attend the annual general meeting and be available to answer shareholder questions about the conduct of the audit and the preparation and content of the auditor's report.

This recommendation will be satisfied when Jutt holds its Annual General Meeting.

$\overline{7}$ . Recognise and manage risk

$7.1$ The board or appropriate board committee should establish policies on risk oversight and management.

This recommendation is satisfied.

$7.2$ The chief executive officer (or equivalent) and the chief financial officer (or equivalent) should state to the board in writing that:

• $7.2.1$ the statement given in accordance with best practice recommendation 4.1 (the integrity of financial statements) is founded on a sound system of risk management and internal compliance and control which implements the policies adopted by the board
• $7.2.2$ the company's risk management and internal compliance and control system is operating efficiently and effectively in all material respects.

This recommendation will be satisfied at the end of the current financial year.

8. Encourage enhanced performance

$\sim$ .

$\mathbb{R}^{d-1}$

$R₁$ Disclose the process for performance evaluation of the board, its committees and individual directors, and key executives.

This recommendation is satisfied in as much as should a new director be appointed, the Company's Board Charter and Business Plan together with updated financial statements will be given to the new Director, all of which will set out details in respect of:

• The Company's financial, strategic, operational and risk management position;
• Each Director's rights, duties and responsibilities;
• The role of the Board and Management.

The Director's of Jutt otherwise consider that due to the size of Jutt and its Board a formal review procedure is not appropriate at this point in time and has instead adopted a self-evaluation process to measure its own performance.

9. Remunerate fairly and responsibly

• Provide disclosure in relation to the company's remuneration policies to enable investors $9.1$ to understand:
• the costs and benefits of those policies; and $(i)$
• the link between remuneration paid to directors and key executives and corporate $(ii)$ performance.

This recommendation is satisfied in as much as the details have been included in the current Prospectus. Further disclosure will be given annually in accordance with the Corporations Act and ASX Listing Rules.

9.2 The board should establish a remuneration committee.

This recommendation is not satisfied. Given the size of Jutt and its Board, the Directors consider that any efficiencies achieved by the establishment of a remuneration committee would be minimal, not making establishment cost effective. However, Jutt's Board Charter sets out a senior executive remuneration policy.

9.3 Clearly distinguish the structure of non-executive directors' remuneration from that of executives.

This recommendation is not satisfied, however, the Board will consider taking it into account in the event that it adopts a fresh remuneration policy.

Ensure that payment of equity-based executive remuneration is made in accordance with 9.4 thresholds set in plans approved by shareholders.

This recommendation is not satisfied, however, the Board will consider taking it into account in the event that it adopts a fresh remuneration policy.

$10₁$ Recognise the legitimate interests of stakeholders.

$10.1$ Establish and disclose a code of conduct to guide compliance with legal and other obligations to legitimate stakeholders.

This recommendation is satisfied.

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