Other Corporate Governance Practices

Continuous Disclosure

As a listed entity, the Company has an obligation under the Listing Rules to maintain an informed market with respect to its securities. Accordingly, we keep the market advised of all information required to be disclosed under the Rules which we believe would have material affect on the price or value of the Company’s securities.

In addition to the Half Yearly and Annual reporting requirements, there is a constant stream of information being provided to the Stock Exchange. Of particular note, is the disclosure after each month-end of the Company’s Net Asset Backing per Share. This is also disclosed at other times if a material change in value has occurred. All important Stock Exchange announcements are also posted to the Company’s Internet web-site.

Risk Management

The Company has adopted a Risk Management Framework which is in accordance with the Recommendation 7.1 of the ASX Corporate Principles of Good Corporate Governance. The framework has been designed taking into account best practice from the standard AS/NZS 4360 ‘Risk Management', the Committee of Sponsoring Organisations of the Treadway Commission (COSO) and the Group of 100's ‘Guide to Compliance with ASX Principle 7'.

The Board are assisted in their Risk Management Activities by the Audit Committee which meets at least twice a year. Co-ordination of Risk Management activities is done by the CFO, who reports to the Audit Committee on such matters.

There are two main areas of risk that have been identified :

•  Investment Risk

•  Operational Risk

Risk Management Framework

Investment Risk

The Company addresses Investment Risk through the careful selection of companies that it invests in, diversification of investments across sectors and industries and by being a long-term investor. Concentration and market value reports are part of the the Company's review.

The Trading Portfolio is held for short-term opportunities. Through the Investment Committee, close control is maintained of options transactions which are only written over stocks held in that portfolio and designed to enhance returns.

Credit and settlement risk are also reviewed as part of the Risk Management Framework.

Operational Risk

The Company has outsourced its management and administrative functions to the Australian Foundation investment Company Limited (“AFIC”). AFIC has a set of internal controls and review processes to mitigate against systems and process risk and error and fraud. These internal controls include, inter alia, peer review, reconciliations, different authority levels and sign-offs and dual signatories. AFIC also has a Disaster Recovery Programme to mitigate the effects of any disaster and enable the business of the Company to continue.

Legal, regulatory and reputational risk are also part of the Risk Management framework. As well as the experienced staff of AFIC and directors, the Company utilizes external advisors to mitigate these risks.

he Audit Committee receives assurance from the Managing Director and the CFO of AFIC that, to the best of their knowledge, the internal controls have been functioning correctly. The Board reviews annually the outsourcing arrangements and may at any time request details of the Internal Controls and Policies of the service provider.

Remuneration of Directors

The constitution of Djerriwarrh requires approval by the shareholders in general meeting of a maximum amount of remuneration to be allocated between non-executive directors as they determine. In proposing the maximum amount for consideration in general meeting, and in determining the allocation, the board takes account of the time demands made on directors, together with such factors as the general level of fees paid to Australian corporate directors.

Dealing with Conflicts of Interest

From time to time matters arise at the Board and Investment Committee which may involve one or more directors with an actual or perceived conflict of interest. In such instances, the Company fully complies with applicable regulatory requirements relating to dealing with conflicts of interest, such that interested directors do not take part in the discussion or vote on the matter concerned.

Dealings by directors and officers in Company securities

Specific rules have been adopted by the Board in relation to buying or selling by directors and officers, of securities in the Company itself. These rules preclude any buying or selling in the period of five days before any scheduled announcement, the day of the announcement and the day after, and require pre-notification of intent to the Chairman and post-notification of execution. In addition, directors and officers must not buy or sell the Company’s securities if they possess information which is not generally available and which may materially affect the value of the Company’s securities.

Details of all securities transactions by directors are required to be publicly reported to the Australian Stock Exchange within five business days of their occurrence as required by the Listing Rules