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Corporate Governance

Charles Allen
AO, MA, MSc, FTSE, FAICD

Mr Allen has been an independent non-executive director since 1992. He is a member of the Principal Board Audit Committee and Chairman of National Australia Investment Capital Limited.

Experience
35 years in the petroleum industry including 21 years with Shell International and 14 years as Managing Director of Woodside Petroleum Limited until 1996.

Other Directorships
Amcor Limited, The Australian Gas Light Company (AGL), Air Liquide Australia Limited and Earthwatch. Chairman of the Commonwealth Scientific and Industrial Research Organisation (CSIRO) and the Cambridge Australia Trust.


Edward Tweddell
BSc, MBBS (Hons), FRACGP, FAICD

Dr Tweddell was appointed an independent non-executive director in 1998. He is a Director of O 2 -e Limited and Chairman of National Asset Management Limited and the Board's Compensation and Nomination Committee.

Experience
24 years in the pharmaceutical and health care industries. Group Managing Director and Chief Executive Officer of FH Faulding & Co Limited since 1993.

Other Directorships
Chairman of Faulding Inc. and various subsidiaries in the Faulding Group in Australia, New Zealand, Asia, Europe and North America.


Geoffrey Tomlinson
BEc

Mr Tomlinson joined the Board as an independent non-executive director in March 2000. He is Chairman of National Wealth Management Holdings Limited, MLC Holdings Limited, MLC Limited and National Australia Financial Management Limited.

Experience
29 years with the National Mutual Group (now AXA), 6 years as Group Managing Director and Chief Executive Officer until 1998.

Other Directorships
Amcor Limited, Mirrabooka Investments Limited, Telecorp Limited and Pineapplehead Limited. Chairman of Reckon Limited, Funtastic Limited, Medweb Limited and Programmed Maintenance Services Limited. Deputy Chairman of Neverfail Springwater Limited and Hansen Technologies Limited. He is a non-executive consultant to PricewaterhouseCoopers.


Kenneth Moss
BE, PhD, FIEAust, CPEng, FAICD

Dr Moss was appointed an independent non-executive director in August 2000. He is a member of the Board's Compensation and Nomination Committee.

Experience
35 years in the mining, engineering, marine and hardware industries with BHP and the Howard Smith Group, including 7 years as Managing Director of Howard Smith Limited until July 2000.

Other Directorships
GPT Management Limited, Hunter Area Health Services, Hunter Medical Research Institute, Australian Maritime Safety Authority, an advisory board member of the Graduate School of Business at the University of Newcastle and Chairman of Boral Limited and Centennial Coal Company Limited.


Catherine Walter
LLB (Hons), LLM, MBA, FAICD

Mrs Walter joined the Board in 1995 as an independent non-executive Director. She is Chairman of the Principal Board Audit Committee and a director of National Wealth Management Holdings Limited, MLC Holdings Limited, MLC Limited and National Australia Financial Management Limited. She is also a member of the Board Audit Committee of National Australia Financial Management Limited.

Experience
20 years as a solicitor and 8 years as a partner in the firm Clayton Utz until 1994, including some time as Managing Partner of the Melbourne office.

Other Directorships
Australian Securities Exchange Limited, Melbourne Business School Limited, Orica Limited, Vodafone Pacific Limited, Committee for Economic Development of Australia, a council member of The University of Melbourne and Chairman of the Business Regulation Advisory Group.


Frank Cicutto
BCom, FAIBF, FCIBS

Mr Cicutto, the Managing Director and Chief Executive Officer, was appointed to the Board as an executive director in 1998. He is a Director of National Wealth Management Holdings Limited, MLC Holdings Limited, MLC Limited, National Australia Financial Management Limited, O 2 -e Limited, Bank of New Zealand, HomeSide International, Inc, Michigan National Bank, Michigan National Corporation and Chairman of National Australia Group Europe Limited.

Experience
32 years in banking and finance in Australia and internationally. Previous executive positions in the National include Head of Credit Bureau, State Manager New South Wales, Chief Executive Clydesdale Bank and Chief General Manager, Australian Financial Services. Appointed Executive Director and Chief Operating Officer in July 1998, and appointed Managing Director and Chief Executive Officer in June 1999.

Other Directorships
Melbourne Business School Limited (University of Melbourne) and Chairman of the Australian Bankers' Association.


Mark Rayner
BSc (Hons), FTSE, FAusIMM, FAICD, FIE Aust

Mr Rayner has been Chairman since September 1997 and an independent non-executive Director since 1985. He is a member of the Principal Board Audit Committee and the Compensation and Nomination Committee.

Experience
35 years with Comalco Limited, including 11 years as Chief Executive, 20 years as a Director and 6 years as Deputy Chairman; Group Executive and Director of CRA Limited until 1995.

Other directorships
Boral Limited and Vice President of the Australian Academy of Technological Sciences and Engineering Limited, and the Australia Japan Business Co-operation Committee. Also Chairman of the Australia Japan Business Forum, Pasminco Limited and Mayne Nickless Limited.


Graham Kraehe
BEc

Mr Kraehe was appointed an independent non-executive director in 1997. He is Chairman of O 2 -e Limited.

Experience
38 years in the wine, automotive and diversified manufacturing industries. Managing Director of Pacifica Limited from 1985 until 1994. Managing Director and Chief Executive Officer of Southcorp Limited since 1994.

Other Directorships
Business Council of Australia and a director and Chairman of various entities in the Southcorp Group in Australia, New Zealand, North America and Europe.


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