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Unless disclosed below, all the best practice recommendations of the ASX Corporate Governance Council have been applied for the entire financial year ended 30th June 2008.

Corporate Conduct

All directors, officeholders, employees and consultants are expected to act with the utmost integrity and objectivity and to enhance the reputation and performance of the company overall and in accordance with the Corporations Act and all other relevant corporate rules such as the ASX listing rules.

The Board of Directors

The skills, experience and expertise relevant to the position of each director who is in office, are detailed elsewhere in this website under the heading “About MCO; Our Team; Directors”. The board generally holds 6 formal or informal meetings throughout each financial year. At the present time, the board comprises 4 directors; 1 executive director, being the Chairman/MD and 3 non-executive directors, (incl. 1 independent director) as follows:

Nicholas Mark Garling – Chairman / MD (appointed as a Director on 20th March, 2007). Mr Garling receives a salary for his executive role and also consults from time to time to MCO.

Peter Gordon Hepburn-Brown – Non-Executive Director (appointed on 18th Feb, 2010) Mr. Hepburn-Brown consults to MCO regularly.

Jeffrey Wayne Williams – Non-Executive, Independent Director (appointed on 26th February, 2004).

Peter Gilbert Jackson – Non-Executive Director (appointed on 10th March, 2008). Dr. Jackson consults to MCO regularly.

Jeffrey Wayne Williams is considered to be an independent director as he is neither a substantial shareholder in the company nor receives remuneration from the company other than in relation to his position as a director. The board is responsible for the overall Corporate Governance of the company and its primary functions include:

•     The strategic direction of the company

•     Approval of the long term goals for management and monitoring the achievement of these goals on behalf of the shareholders;

•     The approval of the annual and half-yearly financial statements;

•     The review and adoption of annual budgets for the financial performance of the company and monitoring the results throughout the year;

•     Ensuring the company has implemented adequate systems to monitor compliance activities, risk management and occupational health and safety requirements.

The company does not comply with best practice recommendations 2.1: “A majority of the board should be independent directors”; 2.2: “The chairperson should be an independent director”; and 2.4: “The board should establish a nomination committee”. However, the board believes that for a company of its size and considering the extent of its operations that its present composition provides for efficient decision making required by the company in its current circumstances. Also, the board does not believe that the formal establishment of a nomination committee is warranted by its size, as in effect, the board as a whole acts as the nomination committee. The board’s nomination of directors and executive officers and other managers, is dependent on the candidate’s range of skills and experience relevant to the business of the company. The Chairman has conducted a performance evaluation for the board and its members during the financial year using generally accepted industry practices.