NTSCORP

Contents

Board Committees

Audit and Compliance Committee

The Committee’s duties and responsibilities are to:

1. Make recommendations to the board on the selection process and appointment of external auditors;
2. In conjunction with the external audit, form an appreciation of the total audit plan;
3. Check the auditor’s evaluation of internal controls;
4. Review the assistance given by the company’s executive management team to the external auditor;
5. Determine whether an internal audit is required;
6. Review the results of the internal audit;
7. Review the financial statements from management and the external auditors prior to their submission to the board;
8. Monitor the executive management team to ensure it complies with its grants terms and conditions, and any reporting processes;
9. Monitor the executive management team to ensure it complies with any reporting processes under Corporations Law, Taxation Law, or any other legislation;
10. Review accounting policies adopted, or any changes made or contemplated;
11. Review and recommend changes for approval by the board; and
12. Carry out any other functions that the board may direct from time to time.

People, Performance and Nomination Committee

The Committee is responsible for:

1. Assessing and enhancing the necessary and desirable competencies of the company members, the board and committees;
2. Reviewing the size and composition of the company membership, the board and committees, including succession plans to enable an appropriate balance of skills, experience and expertise to be maintained;
3. Overseeing the induction process for new company members, directors and committee members, and reviewing its effectiveness;
4. Monitoring and assessing the continuing education program for company members, directors and committee members;
5. Reviewing a process for the selection and removal of company members, directors and committee members, and reviewing its effectiveness;
6. Recommending the appointment of new company members, directors to the board and committee members, having regard to the desirable qualifications, experience and domicile for individual new appointees;
7. Reviewing the succession planning for the CEO; and
8. Any other functions that the board may direct from time to time.

Safety, Sustainability and Corporate Responsibility Committee

The Committee is responsible for:

1. Occupational Health and Safety (OH&S)
   1. Overseeing the company’s compliance with relevant OH&S legislation and the company’s OH&S Policy;
   2. Reviewing and monitoring the effectiveness of the company’s OH&S Management System, including the adequacy of processes for identifying, assessing and avoiding OH&S risks;
   3. Monitoring the company’s compliance with relevant OH&S legislation and its OH&S Policy;
   4. Reviewing extreme and very high OH&S risks and issues, and action plans put in place to reduce risk and prevent future incidents;
   5. Reviewing the company’s health and safety initiatives and programs, and their success; and
   6. Considering reports submitted by management on health and safety performance and issues.
2. Sustainability
   1. Reviewing the company’s sustainability principles and policies;
   2. Reviewing the company’s environmental and greenhouse gas footprint and tracking performance indicator trends;
   3. Reviewing priority goals and targets and monitoring implementation;
   4. Considering and approving the company’s annual Sustainability Report;
   5. Considering reports submitted by management on environmental performance and issues; and
   6. Overseeing the company’s compliance with relevant legislation and the company’s policies.
3. Corporate Responsibility
   1. Formulating, reviewing and monitoring compliance with policies and procedures in order to ensure the company acts ethically and responsibly in its interactions with its people; its customers; its suppliers and the broader community; and.
   2. Overseeing the company’s compliance with relevant legislation on the matters within its responsibilities.