BOARD OF DIRECTORS

RESPONSIBILITIES OF THE BOARD
The Board of Directors is responsible for setting the strategic direction of the Company and for overseeing and monitoring its businesses and affairs. Directors are accountable to the shareholders for the Company’s performance.

The Board reviews and approves the Company’s strategic and business plans and guiding policies. Day to day management of the Company's affairs and implementation of its strategy and policy initiatives are delegated to the chief executive officer and senior executives, who operate in accordance with Board approved policies and delegated limits of authority.

The responsibilities of the Board include:

Oversight of the Company including its conduct and accountability systems.
Reviewing and approving overall financial goals for the Company.
Approving strategies and plans for Boral’s businesses to achieve these goals.
Approving financial plans and annual budgets.
Monitoring implementation of strategy, business performance and results and ensuring appropriate resources are available.
Approving key management recommendations (such as major capital expenditure, acquisitions, divestments, restructuring and funding).
Appointing, rewarding and determining the duration of the appointment of the chief executive officer and ratifying the appointments of senior executives including the chief financial officer and the company secretary.
Reviewing the performance of the chief executive officer and senior management.
Reviewing and verifying systems of risk management and internal compliance and control, codes of conduct and legal compliance.
Reviewing sustainability performance and overseeing occupational health and safety and environmental management and performance.
Approving and monitoring financial reporting and reporting to shareholders on the Company’s direction and performance.
Meeting legal requirements and ensuring that the Company acts responsibly and ethically and prudently manages business risks and Boral’s assets.
In fulfilling the Board’s responsibilities, Directors seek to enhance shareholder value.

Policies, plans and strategies and limits of delegated authority, which have been approved by the Board and reviewed regularly, define the responsibilities and functions of senior executives.

WORK OF DIRECTORS ON STRATEGY AND OTHER MATTERS
The Board reviews the strategic action plan, approves the annual budget and monitors the Company’s performance against them. Initiatives have included disciplined growth strategies, capital management, cost efficiencies and other aspects of operational improvement programs.

Directors and senior management meet annually for two days to discuss in detail the strategic direction of the Company’s businesses. The Board’s focus is on improving shareholder returns and pursuing disciplined growth.

Each month, Directors receive a detailed operating review from the Managing Director and Chief Executive Officer (CEO) regardless of whether or not a Board Meeting is being held.

Non-executive Directors would spend approximately 30 days each year on Board business and activities including Board and Committee meetings, the strategy meeting, visits to operations and meeting employees, customers, business associates and other stakeholders.

During the year, the Board visited a number of sites including Highland Pine Products Pty Limited (50% owned) in Oberon, NSW and the new plasterboard plant and Sunstate Cement Limited (50% owned) in Brisbane, Queensland. The Board also spent a week in March 2008 in the USA visiting Boral’s brick, roof tile and construction materials operations and MonierLifetile LLC (50% owned).

The Chairman regularly communicates with the CEO to review key issues and performance trends.

STRUCTURE OF THE BOARD
The Board of Directors comprises seven non-executive Directors (including the Chairman) and one executive Director, the CEO. The roles of Chairman and CEO are separate. The skills, experience and expertise of each Director are set out on page 31 of the Annual Review.


Directors’ Independence
The Board has assessed the independence of non-executive Directors (including the Chairman) in light of their interests and relationships and considers all of them to be independent. The criteria considered in assessing the independence of non-executive Directors include that:


The Director is not a substantial shareholder of the Company or an officer of, or otherwise associated directly with, a substantial shareholder.
The Director is not employed, or has not previously been employed in an executive capacity by a Boral company, and there has been a period of at least three years between ceasing such employment and serving on the Board.
The Director has not within the last three years been a principal of a professional adviser or consultant to a Boral company, or an employee associated with the service provided.
The Director is not a significant material supplier or customer of a Boral company or an officer of or otherwise associated directly or indirectly with a material supplier or customer.
The Director has no material contractual relationship with a Boral company other than as a Director.
It is considered that none of the interests of Directors with other firms or companies having a business relationship with Boral could materially interfere with the ability of those Directors to act in Boral’s best interests. Material in the context of Director independence, is generally speaking, regarded as being 5% of the revenue of the supplier, customer or other entity being attributable to the association with a Boral company or companies.


Nomination and Appointment of Directors
The Board has considered establishing a Nomination Committee and decided in view of the relatively small number of Directors that such a Committee would not be a more efficient mechanism than the full Board for detailed selection and appointment practices. The full Board performs the functions that would otherwise be carried out by a Nomination Committee.

The Board’s policy for the selection, appointment and re-appointment of Directors is to ensure that the Board possesses an appropriate range of skills, experience and expertise to enable the Board to most effectively carry out its responsibilities. As part of this appointment process, the Directors consider Board renewal and succession plans and whether the Board is of a size and composition that is conducive to making appropriate decisions.

The appointment of Bob Every as a new non-executive Director in September 2007 followed a process during which the full Board assessed the necessary and desirable competencies of potential candidates and considered a number of names before deciding on the most suitable candidate for appointment. The selection process includes obtaining assistance from an external consultant to identify suitable candidates and in assessing them. Candidates identified as being suitable are interviewed by one or more Directors. Confirmation is sought from prospective directors that they would have sufficient time to fulfil their duties as a Director.

The key terms and conditions relative to the appointment of Directors, the Board’s responsibilities and the Company’s expectations of Directors are set out in a letter when a new non-executive Director is appointed.


Tenure of Directorships
The Company’s Constitution was amended at the 2007 Annual General Meeting to require that a Director must not hold office (without re-election) past the longer of the third Annual General Meeting or three years following that Director’s last election or appointment.

This amendment brought the Constitution into line with the ASX Listing Rules on the issue of retirement of Directors. Retiring Directors are eligible for re-election. When a vacancy is filled by the Board during a year, the new Director must stand for election at the next Annual General Meeting. The requirements relating to retirement from office do not apply to a managing director of the Company.

The Directors believe that limits on tenure may cause loss of experience and expertise that are important contributors to the efficient working of the Board. As a consequence, the Board does not support arbitrary limits on tenure and regards nominations for re-election as not being automatic but based on the individual performance of Directors and the needs of the Company. Before the business to be conducted at the Annual General Meeting is finalised, the Board discusses the tenure of Directors standing for re-election in the absence of those Directors.


CONFLICTS OF INTEREST
Directors are required to declare the nature of any interest they have in business to be dealt with by the Board. Except as permitted by the Corporations Act, Directors leave Board Meetings and do not vote when business in which they are interested is considered.


INDEPENDENT ADVICE AND INDEMNIFICATION
After consultation with the Chairman, Directors may seek independent professional advice in furtherance of their duties at the Company’s expense.

Pursuant to the Company’s Constitution and agreements with Directors and to the extent permitted by law, the Company must indemnify Directors and executive officers against liabilities to third parties incurred in their capacity as officers of the Company and against certain legal costs incurred in defending an action for such a liability.


AUDIT COMMITTEE
The Audit Committee is chaired by Elizabeth Alexander with Richard Longes and Roland Williams being the other members. The members possess sufficient technical expertise to fulfil the functions of the Committee. The Committee met five times during the 2008 financial year, and attendance by members at these meetings is show in paragraph (13) of the Director’s Report on Page 40.

The Audit Committee has a formal charter which sets out its role and responsibilities, composition, structure and membership requirements. The Committee has the necessary power and resources to meet the charter including rights of access to management and auditors (internal and external) and to seek explanations and additional information. View Audit Committee Charter

The Committee also reviews the Company’s compliance with applicable accounting standards and generally accepted accounting principles.

Accounting and financial control policies and procedures have been established and are monitored by the Committee to ensure the accounts and other records are accurate and reliable. Any new accounting policies are reviewed by the Committee. Compliance with these procedures and policies and limits of authority delegated by the Board to management is subject to review by the external and internal auditors.

When considering the yearly and half yearly financial reports, the Audit Committee reviews the carrying value of assets, provisions and other accounting issues.

Questionnaires completed by divisional management are reviewed by the Committee half yearly.

As required by the Corporations Act for year end financial reports, the CEO and the chief financial officer give a declaration to the Directors that the Company’s financial records have been properly maintained and that the financial reports give a true and fair view before the Board resolves that the Directors’ Declarations accompanying the financial reports be signed.

At each scheduled meeting of the Committee, both internal and external auditors report to the Committee on the outcome of their audits and the quality of controls throughout Boral. As part of its agenda, the Audit Committee meets with the external and internal auditors in the absence of management twice during the year.

The Chair of the Audit Committee ordinarily reports to the full Board after Committee Meetings.

Minutes of Meetings of the Audit Committee are ordinarily included in the papers for the next full Board Meeting after each Committee Meeting.


REMUNERATION COMMITTEE
The Board has a Remuneration Committee which is comprised of four independent non-executive Directors, namely John Cloney (Chairman), Brian Clark, Bob Every and Ken Moss. The Committee met on two occasions during the 2008 financial year, and attendance by members at those meetings is shown in paragraph (13) of the Directors Report on Page 39.

The Remuneration Committee has a formal Charter which sets out its role and responsibilities, composition structure and membership requirements. View Remuneration Committee Charter

The Committee makes recommendations to the full Board on remuneration arrangements for the CEO and senior executives and as appropriate, on other aspects arising from its functions.

Part of the role of the Remuneration Committee is to advise the Board on the remuneration policies and practices for Boral generally and the remuneration arrangements for senior executives.

DIRECTORS' PROFILES

Directors’ qualifications, experience and special responsibilities

Kenneth J Moss, AM Non-executive Chairman, age 63 Dr Moss joined the Boral Board in 1999 and became the Chairman of Directors in 2000. Dr Moss is the Chairman of Centennial Coal Company Limited and a Director of GPT RE Limited (the responsible entity for the General Property Trust) and Macquarie Capital Alliance Group (the responsible entity for the Macquarie Capital Alliance Trust). Dr Moss was previously the Managing Director of Howard Smith Limited and is experienced in building materials businesses. He has an engineering degree (Honours) and a doctorate of philosophy in mechanical engineering from Newcastle University. Dr Moss is a member of the Compensation Committee.

Rodney T Pearse Managing Director, age 61 Mr Pearse became the Managing Director and Chief Executive Officer of Boral in January 2000. He joined the Boral Group as the Managing Director, Construction Materials Group in 1994. Mr Pearse had previously held senior management positions in Shell International, Shell Australia and CSR Limited. He is a board member of the Business Council of Australia, a member of the Advisory Panel of the Australian Graduate School of Management, the Chairman of Outward Bound Australia and serves as a Councillor for the Australian Business Arts Foundation. He has a commerce degree (Honours) from the University of New South Wales and an MBA (High Distinction) from Harvard University.

Elizabeth A Alexander, AM Non-executive Director, age 65 Ms Alexander joined the Boral Board in 1994. Ms Alexander is the Chairman of CSL Limited and a director of DEXUS Funds Management Limited (the responsible entity for DEXUS Property Group, which was formerly named DB RREEF Trust). A chartered accountant, she was a partner in PricewaterhouseCoopers in Melbourne until 2002. Ms Alexander is a member of the Takeovers Panel and the Financial Reporting Council. She has a commerce degree from the University of Melbourne. Ms Alexander is the chair of the Audit Committee.

J Brian Clark Non-executive Director, age 59 Dr Clark joined the Boral Board in May 2007. Dr Clark has experience as a non-executive director in Australia and overseas. He is a director of AMP Limited and a member of the Merrill Lynch Australian Advisory Board. In South Africa, he was President of the Council for Scientific and Industrial Research (CSIR) and CEO of Telkom SA. He also spent 10 years with the UK’s Vodafone Group as CEO Vodafone Australia, CEO Vodafone Asia Pacific and Group Human Resources Director. Dr Clark has a doctorate in physics from the University of Pretoria, South Africa and completed the Advanced Management Program at the Harvard Business School. Dr Clark is a member of the Compensation Committee.

E John Cloney Non-executive Director, age 67 Mr Cloney joined the Boral Board in 1998. Mr Cloney is the Chairman of QBE Insurance Group Limited and a director of Maple-Brown Abbott Limited and ABN AMRO Australia Holdings Pty Limited. He is a member of the Advisory Council in Australia of ABN AMRO. His career was in international insurance and he was previously the Managing Director of QBE Insurance Group Limited. Mr Cloney is a fellow of the Australian Institute of Management and the Australia and New Zealand Institute of Insurance and Finance. Mr Cloney is the Chairman of the Compensation Committee.

Robert Every Non-executive Director, age 63 Dr Every joined the Boral Board in September 2007. He is the Chairman of Iluka Resources Limited and Deputy Chairman of Wesfarmers Limited (and will become the Chairman of Wesfarmers Limited following its Annual General Meeting in November 2008). Dr Every held senior executive positions with Tubemakers of Australia and BHP and was the Managing Director and CEO of OneSteel Limited. Dr Every is a fellow of the Australian Academy of Technological Sciences and Engineers. He has a science degree (Honours) and a doctorate of philosophy (metallurgy) from the University of New South Wales. Dr Every is a member of the remuneration committee.

Richard Longes Non-executive Director, age 63 Mr Longes joined the Boral Board in 2004. He is a director of Austbrokers Holdings Limited and Metcash Limited. Mr Longes is a lawyer and a non-executive director of Investec Bank (Australia) Limited. He was previously an executive of Investec Bank, a principal of Wentworth Associates, the corporate advisory and private equity group, and a partner of Freehills, a leading law firm. He has arts and law degrees from the University of Sydney and an MBA from the University of New South Wales. Mr Longes is a member of the Audit Committee.

J Roland Williams, CBE Non-executive Director, age 69 Dr Williams joined the Boral Board in 1999. He is a director of Origin Energy Limited. Dr Williams had an international career with the Royal Dutch/Shell Group from which he retired as Chairman and Chief Executive of Shell Australia. He has a chemical engineering degree (Honours) and a doctorate of philosophy from the University of Birmingham. Dr Williams is a member of the Audit Committee.

Paul Rayner Non-executive Director, age 54 Mr Rayner has Bachelor of Economics and Master of Administration degrees and has had a distinguished career in finance and operations both in Australia and overseas. Mr Rayner recently retired as Finance Director of British American Tobacco plc, a position based in London. He has also held senior roles with Rothmans Holdings Limited and British American Tobacco Australasia Limited in Australia. Mr Rayner is a non-executive Director of Qantas Airways Limited. He is also on the Board of Centrica plc, a UK listed company, and Chairman of its Audit Committee.

ATENEO GRADUATE SCHOOL OF BUSINESS / MARKMA-REGIS 2008
MAPILI / POTENCIANO / REGIS / SAN AGUSTIN / TENMATAY

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