Board Resolution 2015-003

TERRANOVA CONSERVATION FOUNDATION INC.

Registered Office: Suite 4, 127 Macquarie Street, Hobart TAS 7000 ABN: [Redacted] | Incorporated in Tasmania: 10 January 2015

MINUTES OF BOARD MEETING NO. 2

Date: Wednesday, 28 January 2015

Time: 10:00 AM — 11:47 AM

Location: Foundation Boardroom, Suite 4, 127 Macquarie Street, Hobart TAS 7000

ATTENDANCE

Board Members Present:

Apologies: Nil

In Attendance: Nil

Quorum: Confirmed (5 of 5 members present; Constitution requires 3)

1. OPENING

1.1 The Chair declared the meeting open at 10:03 AM and welcomed members to the second board meeting of the TerraNova Conservation Foundation and the first meeting of the 2015 calendar year.

1.2 The Chair acknowledged that the meeting was held on the traditional lands of the Muwinina people and paid respects to Elders past and present.

2. DECLARATION OF CONFLICTS OF INTEREST

2.1 The Chair invited members to declare any material conflicts of interest regarding items on the agenda.

2.2 D. Simmons noted that his company, EcoTech Innovations Pty Ltd, may be engaged to provide technology services under Project Terra Nova. The Board noted this potential conflict and agreed that D. Simmons would abstain from any future resolutions specifically relating to contracts with EcoTech Innovations.

2.3 No other conflicts were declared.

3. CONFIRMATION OF PREVIOUS MINUTES

3.1 The minutes of Board Meeting No. 1, held 15 December 2014, were tabled (Attachment A).

3.2 G. Whitley noted a minor typographical correction required on page 2, paragraph 4.3 ("Decemeber" to "December"). The Secretary undertook to amend the record.

RESOLUTION 2015-001That the minutes of Board Meeting No. 1 held 15 December 2014 be confirmed as a true and accurate record, subject to the typographical correction noted.

4. MATTERS ARISING FROM PREVIOUS MINUTES

4.1 The Secretary provided an update on action items from the previous meeting:

4.2 The Chair commended members on the efficient completion of establishment matters.

5. FINANCIAL REPORT

5.1 The Treasurer tabled the Financial Report for the period 10 January 2015 to 27 January 2015 (Attachment B).

5.2 Summary of Financial Position:

5.3 Income Received:

5.4 Expenditure:

5.5 The Treasurer noted:

• The Foundation's financial position is strong following receipt of the founding endowment
• The endowment source (a private charitable trust) has been verified and documented
• Investment strategy to be reviewed once operational priorities are confirmed
• Recommends maintaining $800,000-$900,000 in the operating account for liquidity; balance to remain in term deposit until project requirements are clearer

5.6 G. Whitley queried whether the Board wished to establish an Investment Policy. The Chair agreed this should be developed and requested the Treasurer prepare a draft policy for consideration at the April meeting.

RESOLUTION 2015-002

That the Financial Report for the period 10 January 2015 to 27 January 2015 be received and accepted.

6. PROJECT TERRA NOVA — PROPOSAL FOR FLAGSHIP INITIATIVE

6.1 The Deputy Chair tabled the Project Terra Nova Proposal (Attachment C) and provided an overview of the Foundation's proposed flagship initiative.

6.2 Background and Strategic Context

L. Chen outlined the rationale for the initiative:

• The Foundation was established to pursue innovative approaches to conservation that existing organisations cannot or will not undertake
• Conventional conservation programmes face structural limitations: funding constraints, jurisdictional boundaries, institutional inertia, and public scrutiny that discourages methodological innovation
• Project Terra Nova represents an opportunity to demonstrate what is possible when conservation efforts are freed from these constraints
• The project aligns directly with the Foundation's constitutional objects, specifically clause 3(a): "to advance the protection and preservation of biodiversity through innovative programmes and partnerships"

6.3 Project Objectives

The Deputy Chair outlined five core objectives:

(a) Innovative Conservation Methodologies

Develop and implement conservation approaches that extend beyond conventional practice, including experimental habitat restoration, species translocation programmes, and ecosystem establishment in previously unoccupied territories.

(b) Remote Site Development

Identify, assess, and develop remote sites suitable for biodiversity preservation and ecological research. Sites may be located in areas requiring unconventional access arrangements and specialised logistics.

(c) Strategic Partnerships

Cultivate relationships with research institutions, government bodies, and conservation organisations who can contribute expertise, resources, and personnel to project objectives. Partnerships to operate under appropriate confidentiality arrangements.

(d) Personnel Development

Create opportunities for long-term personnel secondment, enabling conservation professionals to contribute their expertise to project sites. Secondment arrangements may extend beyond conventional timeframes where project requirements warrant.

(e) International Collaboration

Foster collaboration beyond traditional frameworks, including partnerships that operate outside standard institutional and jurisdictional structures where such arrangements advance conservation objectives.

6.4 Governance Structure

The proposal recommended the following governance arrangements:

• Project Coordinator: Day-to-day management authority, reporting to the Board
• Quarterly Reports: Progress updates at each scheduled Board meeting
• Annual Review: Strategic assessment of objectives, methodologies, and resource allocation
• Partnership Authority: Project Coordinator authorised to negotiate agreements up to $100,000 without further Board approval; amounts exceeding $100,000 require Board resolution
• Personnel Authority: Project Coordinator authorised to engage consultants, contractors, and seconded personnel as required within approved budget

6.5 Resource Allocation

The Treasurer confirmed that this allocation was sustainable given current reserves and noted that the term deposit would remain untouched, providing security for future years.

6.6 Confidentiality Framework

The Deputy Chair emphasised the importance of appropriate confidentiality arrangements:

• Project documentation to be classified as Commercial-in-Confidence
• Partnership negotiations to be conducted under non-disclosure agreements as standard practice
• Site locations and assessment data to be restricted to authorised personnel
• Public communications regarding the project to be approved by the Chair prior to release
• Board papers relating to Project Terra Nova to be collected at conclusion of meetings and securely stored

G. Whitley queried the rationale for heightened confidentiality. The Chair explained:

• Premature public attention could compromise site acquisition negotiations
• Partnership discussions involve proprietary methodologies that partners may wish to protect
• Some government partners prefer to assess outcomes before public association with innovative approaches
• Confidentiality is common practice for conservation land acquisition to prevent speculative interference

The Treasurer expressed satisfaction with this explanation and noted that confidentiality provisions appeared consistent with standard commercial practice.

6.7 Discussion

D. Simmons noted the importance of maintaining flexibility in methodologies as the project evolves, observing that rigid frameworks often constrain the innovation that distinguishes successful conservation from merely adequate efforts. He recommended that the Project Coordinator be granted broad discretion to adapt approaches as site conditions and partnership opportunities warrant.

M. Tan observed that the project represented the Foundation's opportunity to demonstrate its value proposition — that well-resourced, strategically focused conservation efforts operating with appropriate independence can achieve outcomes that institutionally constrained programmes cannot.

L. Chen emphasised that personnel secondment would be critical to success, noting that conservation expertise developed over careers in Tasmania and elsewhere represented irreplaceable intellectual capital. The project's ability to attract and retain exceptional professionals would determine its long-term impact.

B. Coleman noted that partnership cultivation had already commenced informally and that several organisations had expressed interest in collaboration pending formal project approval. He undertook to provide a partnership pipeline update at the April meeting.

6.8 Appointment of Project Coordinator

The Chair noted that the proposal recommended appointment of a Project Coordinator and that B. Coleman had indicated willingness to serve in this capacity while retaining his Board position as Secretary.

L. Chen observed that B. Coleman's background in environmental consulting, his established networks within the Tasmanian conservation community, and his role in developing the project proposal made him the natural candidate.

G. Whitley queried whether combining Board and operational roles presented governance concerns. The Chair noted that this arrangement was common in early-stage organisations where expertise was concentrated, and that appropriate oversight would be maintained through quarterly reporting and the requirement for Board approval of major decisions.

D. Simmons supported the appointment, noting B. Coleman's demonstrated capability in establishing the Foundation's operational infrastructure.

RESOLUTION 2015-003

That the Board:

(a) Approve Project Terra Nova as the Foundation's flagship initiative, with objectives, governance arrangements, and resource allocation as outlined in the Project Terra Nova Proposal (Attachment C);

(b) Appoint Brad Coleman as Project Coordinator, effective immediately, with authority to:

• Negotiate and execute partnership agreements up to $100,000
• Engage consultants, contractors, and seconded personnel within approved budget
• Identify, assess, and develop remote sites in accordance with project objectives
• Represent the Foundation in partnership discussions subject to confidentiality requirements

(c) Allocate $500,000 from Foundation reserves for Year One project operations, to be disbursed in accordance with the budget categories specified in the proposal;

(d) Adopt the confidentiality framework specified in the proposal, including classification of project documentation as Commercial-in-Confidence;

(e) Require the Project Coordinator to present a progress report at each quarterly Board meeting, with the first report due at the April 2015 meeting;

(f) Schedule an annual strategic review of Project Terra Nova at the January Board meeting each year.

6.9 The Chair congratulated the team on this significant milestone and expressed confidence that Project Terra Nova would establish the Foundation as a leader in innovative conservation. He observed that the project represented not merely an initiative but the realisation of the vision that had brought them together.

7. OTHER BUSINESS

7.1 No other business was raised.

8. ACTION ITEMS

9. NEXT MEETING

9.1 The next Board meeting was scheduled for:

Date: Wednesday, 22 April 2015

Time: 10:00 AM

Location: Foundation Boardroom, Suite 4, 127 Macquarie Street, Hobart TAS 7000

10. CLOSE

10.1 There being no further business, the Chair declared the meeting closed at 11:47 AM.

CERTIFICATION

I certify that these minutes are a true and accurate record of Board Meeting No. 2 of the TerraNova Conservation Foundation Inc., held on 28 January 2015.

Brad Coleman

Secretary

Date: 28 January 2015

CONFIRMATION

Confirmed as a true and accurate record.

Michael Tan

Chair

Date: 22 April 2015

ATTACHMENTS

• Attachment A: Minutes of Board Meeting No. 1 (15 December 2014)
• Attachment B: Financial Report (10–27 January 2015)
• Attachment C: Project Terra Nova Proposal

Note: Attachments retaine