Corporate governance

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. CWT's current corporate governance statement is contained on pages 20-26 of the CWT Annual Report 2009.

Corporate governance structure
Challenger Listed Investments Limited (CLIL) is CWT'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 CWT.

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 CWT. The ACC Charter details the functions and responsibilities of the ACC in relation to CWT.

CLIL has appointed Challenger Management Services Limited (CMSL) as Manager of CWT. 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 Funds Management division to manage CWT.

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.