WAM ACTIVE LIMITED — Governance Information 2008

Jan 9, 2008

WAM Active Limited Corporate Governance Statement

This Corporate Governance Statement sets out the Company’s current compliance with the ASX Corporate Governance Council’s Principles of Good Corporate Governance and Best Practice Recommendations ( Best Practice Recom m endations ). The Best Practice Recommendations are not mandatory. However, the Company will be required to provide a statement in its future annual reports disclosing the extent to which the Company has followed the Best Practice Recommendations.

	Best Practice Recommendations	Compliance	Comment
1.	Lay solid foundations for management and oversight
1.1	Companies should establishthe functions reserved to the board and those delegated tosenior executives and disclose those functions.	Complies	The Company’s Corporate Governance Policy sets out the specific responsibilities of the Board. The day-to-day management and investment of funds is carried out by MAM Pty Limited pursuant to a management agreement.
1.2	Companies should disclosethe process for evaluating the performance of senior executives.	n/a	The Company does not have any employees. The Board will regularly monitor the performance of the Manager and will take steps to encourage continuous improvement.
1.3	Companies should provide the information indicated inGuide to reporting on Principle 1.	Complies	The Company will provide the relevant details including an explanation of any departures from the Best Practice Recommendations 1.1, 1.2and 1.3in future annual reports.
2.	**Structure the board to add value **
2.1	A majority of the board should be independent directors.	Does not comply	The Board is 50% independent. Whilst the Company agrees with the benefits of a majority of independent Directors, it believes that the Board is structured in such a way as to add value and that the number of directors is appropriate for the size and complexity of the business. The Company also believesthatit can better achieve the results with the current Boards’ level of expertise and without burdening shareholders with the additional costs associated with adding further independent Directors.
2.2	The chairshould be an independent director.	Does not comply	The Chairman is not independent. The Company believes that an independent Chairman does not necessarily improve the function of the Board. The Company believes that when the Chairman is a

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	Best Practice Recommendations	Compliance	Comment
			significant driver behind the business and is a sizeable shareholder, it adds value to the Company.
2.3	The roles of chairand chief executive officershould not be exercised by the same individual.	n/a	The Company does not have a Chief Executive Officer.
2.4	The board should establish a nomination committee	Does not comply	Given the size and nature of the Company and the number of Directors (4), theformation of such a committee would not serve to protect or enhance the interest of shareholders. The Board deals with this issue as a whole.
2.5	Companies should disclose the process for evaluating the performance of the board, its committees and individual directors.	Complies	The Board as a whole is responsible for monitoring the performance of its committees and itself, and will take steps to encourage continuous improvement. The Chairman reviews the performance of individual directors. Shareholderapproval is required on the composition of the board.
2.6	Companies should provide the information indicated inGuide to reporting on Principle 2.	Complies	Some of the information has been disclosed in the Prospectus. The Company will provide the relevantdetails including an explanationof any departures from the Best Practice Recommendations 2.1, 2.2, 2.3, 2.4, 2.5and 2.6in future annual reports.
3.	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 as to: (a) the practices necessary to maintain confidence in the company’s integrity; (b) the practices necessary to take into account their legal obligations and the reasonable expectations of their stakeholders; and (c) the responsibility and accountability of	Does not comply	It is not an immediate priority of the Company as there are no executives but it will consider it in due course.

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	Best Practice Recommendations	Compliance	Comment
	individuals for reporting and investigating reports of unethical practices.
3.2	Companies should establish apolicy concerning trading in company securities by directors,senior executives and employees and disclose the policy or a summary of that policy.	Complies	Subject to them not being in possession of undisclosed price sensitive information, Directors may deal in shares of the Company when appropriate. As WAM Active Limited is an investment Company that will announce its results monthly, the Board believes thatshareholders will generally be fully informed.
3.3	Provide the information indicated inGuide to reporting on Principle 3.	Complies	The Company will provide the relevant details including an explanationof any departures fromthe Best Practice Recommendations 3.1, 3.2 and 3.3 in future annual reports.
4.	Safeguard integrity in financial reporting
4.1	The board should establish an audit committee.	Will comply	The Board will appoint an audit committee.
4.2	The audit committee should be structuredso that it: •consistsonlyofnon-executive directors •consists ofa majority of independent directors •is chaired byan independent chair, who is not chairof the board •has at least three members.	Will comply	The audit committee will comprise 2 non-executive directors, both of whom are independent non-executive directorsand 1 non- independent non-executive director. This is considered adequate given the size of theboard (4 members) and theCompany.
4.3	The audit committeeshould have a formal charter.	Will comply	The charter will clearly set out the audit committee’s role and responsibilities, composition, structure and membership requirements.
4.4	Provide the information indicated inGuide to reporting on Principle 4.	Complies	The Company will provide the relevant details including an explanation of any departures from the Best Practice Recommendations 4.1, 4.2, 4.3 and4.4 in future annual reports.
5.	Make timely and balanced disclosure
5.1	Companies should establish written policies	Complies	The Company hasa continuous disclosure program in place

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	Best Practice Recommendations	Compliance	Comment
	designed to ensurecompliance with ASX Listing Rule disclosure requirements and to ensure accountability at a seniorexecutivelevel for that complianceand disclose those policies or a summary of those policies.		designed to ensure the factual presentation of the Company’s financial position. The Corporate Governance Policy provides that shareholders are to be kept informed of all major developments affecting the Company'sactivities and state of affairs through announcements to the ASX.
5.2	Companies should provide the information indicated inGuide to reporting on Principle 5.	Complies	The Company will provide the relevant details including an explanationof any departures from the Best Practice Recommendations 5.1 and 5.2 in future annual reports.
6.	**Respect the rights of shareholders **
6.1	Companies should design a communicationspolicy forpromotingeffective communication with shareholders and encouraging their participation at general meetingsand disclose their policy or a summary of that policy.	Complies	The Company’s Corporate Governance Policy provides that the Board is responsible for communicating with and protecting the rights and interests of all shareholders. The Policy includes a shareholder communications strategy which aims to ensure that shareholders are informed of all major developments affecting the Company's activities. The Board encourages full participation of shareholders at the Annual General Meeting to ensure a high level of accountability and identification with the Company’s strategy and goals.
6.2	Companies should provide the information indicated inGuide to reporting on Principle 6.	Complies	The Company will provide the relevant details including an explanationof any departures from the Best Practice Recommendations 6.1 and 6.2 in future annual reports.
7.	Recognise and manage risk
7.1	Companies should establish policies for the oversight and management of material business risks and disclose a summary of those policies.	Will comply	The Board will appoint an audit and risk committee with responsibility for the effectiveness of risk management and internal compliance and control.
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	Will comply

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	Best Practice Recommendations	Compliance	Comment
	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.
7.3	The board should disclose whether it has received assurance from the chief executive officer (or equivalent) and the chief financial officer (or equivalent) that the declaration provided in accordance with section 295A of the Corporations Act 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.	Will comply	The Company does not have any employees, therefore no sign-off is required by the Company. However, the Company will obtain such a statement from the Manager and therefore intends to comply with this requirement when preparing its first annual report.
7.4	Provide the information indicated inGuide to reporting on Principle 7.	Complies	The Company will provide the relevant details including an explanationof any departures from the Best Practice Recommendations 7.1, 7.2, 7.3and 7.4in future annual reports.
8 .	Remunerate fairly and responsibly
8.1	The board should establish a remuneration committee.	Does not comply	Given the number of Directors (4), the formation of such a committee would not serve to protect or enhance the interests of the shareholders. The Board deals with this issue as a whole.
8.2	Clearly distinguish the structure of non-executive directors’ remuneration from that of executives.	Complies	The Company does not have any executive directors. The remuneration of all directorsis disclosed in the Prospectus.
8.3	Provide the information indicated in Guide to reporting on Principle8.	Complies	The information is disclosed in the Prospectus. The Company will provide the relevant details including an explanationof any departuresfrom theBest Practice Recommendations 8.1,8.2and 8.3in future annual reports.