Corporate Governance

Audit Committee Charter Membership
The audit committee consists of one non Executive Director (Richard Flory), the Executive Director (Russell Clarke) and Financial Controller (Reena Bose).

Meetings

Meetings of the audit committee are held as and when required. The Company Secretary (Michael Gaylard) is the appointed secretary of the audit committee.

Responsibilities

The duties of the audit committee are as follows:

• Review of half yearly & annual financial reports and to recommend Board approval of these documents.
• Monitoring of generally accepted accounting principles
• Monitor corporate risk assessment
• Monitor the procedures in place to ensure compliance with the Corporations Law, the ASX Listing Rules and all other regulatory requirements
• Monitor the appropriateness of our internal control systems and to consider enhancements if necessary
• Review the results and findings of the auditor
• Address any matters outstanding with auditors, the Australian Taxation Office, the Australian Securities & Investments Commission, the Australian Stock Exchange and financial institutions
• Review the nomination and performance of the external auditor. The external auditors were appointed in August 2007. The external audit partner is to be rotated every five years.
• Ensure that a corporate Code of Conduct is established and reviewed on a periodical basis.
• Review the Audit Committee Charter
• Review policies to avoid conflicts of interest
• Review significant transactions

Code of Conduct
This Code of Conduct sets out the company's standards of conduct that we, directors, employees, contractors and consultants working with us must meet.

Integrity

• We avoid any conflict of interest
• We refuse commissions, fees or gifts that fall outside normal commercial business practice or the bounds of socially acceptable behaviour
• We avoid engaging in any practice that could be seen as bribery, fraud or otherwise unethical

Respect for others

• We deal professionally, honestly and courteously with everyone we meet in the course of our employment
• We refrain from making any disparaging or untruthful remarks about fellow employees, competitors or suppliers
• We are committed to providing all employees with equal opportunity
• We abstain from any discriminatory, harassing or bullying activities
• We act in ways that maintain and protect the environment

Respect for the law and company policies

• We are committed to the principles of compliance and will adhere to all laws and maintenance of all legally required business records
• We comply with all company policies and procedures
• We report without fear of reprisal to our manager (or if they are considered inappropriate for any reason, then their manager) and matters we believe constitute misconduct, fraud, corruption, or unethical practices and that person is responsible for investigating the matter
• We cooperate fully with law enforcement agencies if called upon to do so

Diligence

• We avoid any practices or activities that will detrimentally affect our work for the company
• We carry out our duties in a proper manner
• We deliver exceptional value and service to our customers

Personal use of property

• We keep company information confidential except when disclosure is authorised
• We ensure that company assets are not used for personal gain

Continuous disclosure & ASX Announcements - Policy & Procedure purpose
The purpose of this document is to set out the policies and procedures of Medtech Global Limited (MDG) in relation to the release of ASX announcements (and media releases) to ensure compliance with the ASX Listing Rule disclosure requirements and to ensure accountability for that compliance.

Continuous Disclosure
(a) Indication of Directors and Other Key Personnel

All directors and senior management of Medtech Global are to be briefed on the following issues:

• The type of information that needs to be disclosed.
• The roles and responsibilities of directors, officers and employees of Medtech Gobal in the disclosure context, in particular, who has the primary responsibility for ensuring that the company complies with its disclosure obligations and who is primarily responsible for deciding what information is disclosed.
• Safeguarding confidentiality of corporate to avoid premature disclosure.
• Media contact and comment.
• Measures that seek to avoid the emergence of a false market in the company's securities.
• External communications such as analyst briefings and responses to shareholder queries.
• The induction will be conducted by the Company Secretary.

(b) The Law
The Company must comply with the law regarding continuous disclosure.
The general continuous disclosure rule is contained in the Australian Stock Exchange (ASX) Listing Rule 3.1. In effect, Medtech Global is obliged (subject to specific exceptions) to advise the ASX of any information that a reasonable person would expect to have a material effect on the price or value of its securities.