The ASX Corporate Governance Council has developed a set of guidelines entitled Principles of Good Corporate Governance and Best Practice Recommendations (ASX principles).

The ASX principles are non-prescriptive, however, listed entities are now required in their annual report to disclose the extent of their compliance with the ASX principles and to explain why they have not adopted a particular recommendation. CIF's current corporate governance statement is contained on pages 27-33 of the 2008 Annual Report.

Corporate governance structure
Challenger Listed Investments Limited (CLIL) is CIF's Responsible Entity. The CLIL Board consists of a majority of independent directors. The Board Charter details the functions and responsibilities of the Board with respect to its oversight and management of CIF.

In addition, CLIL has established an Audit and Compliance Committee (ACC) which is responsible for advising the Board on internal controls and appropriate standards for the management of CIF. The ACC Charter details the functions and responsibilities of the ACC in relation to CIF.

CLIL has appointed Challenger Management Services Limited (CMSL) as Manager of CIF. Both CLIL and CMSL are 100% owned by Challenger Financial Services Group Limited (Challenger). CMSL draws on the investment management expertise and resources of Challenger's Asset Management division to manage CIF.

The CLIL Board and Challenger staff are subject to the Challenger Code of Conduct, which is designed to ensure:

• high standards of corporate and individual behaviour are observed by all directors and executives in the context of their roles; and
• staff are aware of their responsibilities and always act in an ethical and professional manner.

The CLIL Board and Challenger staff are also subject to the Challenger Staff Trading Policy.