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Board Charter

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The code of ethics and values and the code of conduct for transactions in securities aims at enhancing the credibility and transparency of the business.

Principle 1 - Lay solid foundations for management and oversight. The role of the Board and delegation to management have been formalised as described above in this section and will continue to be refined, in accordance with the Business Plan of the Company.

Principle 2 - Structure the Board to add value. The Company is currently structuring the Board to create positions of both non-executive and executive Directors. These individuals will be hunted from a broad range of backgrounds, and it is foreseen that they will possess the relevant experience.

Principle 3 - Promote ethical and responsible decision making. The Board has adopted a detailed code of ethics and values and a detailed code of conduct for transactions in securities as referred to above. The purpose of these codes is to guide Directors in the performance of their duties and to define the circumstances in which both they and management, and their respective associates, are permitted to deal in securities. The Board will ensure that restrictions on dealings in securities are strictly enforced. Both codes have been designed with a view to ensuring the highest ethical and professional standards , as well as compliance with legal obligations, and therefore compliance with the Guidelines.

Principle 4 - Safeguard integrity in financial reporting. The audit and risk committee (with its own charter) complies with the guidelines. All the members of the audit committee are financially literate.

Principle 5 - Make timely and balanced disclosure. The Company undertakes to ensure timely and balanced disclosure in its business dealings. Policies and procedures for disclosure are included in the Company’s corporate governance charter.

Principle 6 - Respect the rights of shareholders. The Board recognises the importance of this principle and strives to communicate with shareholders both regularly and clearly - both by electronic means and using more traditional communication methods. Shareholders are encouraged to attend and participate at general meetings. The Company’s policies comply with the Guidelines in relation to the rights of shareholders.

Principle 7 - Recognise and manage risks. The Board, together with management, has constantly sought to identify, monitor and mitigate risk. Internal controls are monitored on a continuous basis and, wherever possible improved. The whole issue of risk management is formalised in the Company’s corporate governance charter (which complies with the Guidelines in relation to risk management) and will continue to be kept under regular review. Review will take place at both committee level (audit and risk management committee), with meetings at least three times each year, at Board level.

Principle 8 - Encourage enhanced performance. The corporate governance charter adopted by the Board requires individual performance review and evaluation to be conducted formally on an annual basis. The Board acknowledges that performance can always be enhanced and will continue to seek and consider ways of further enhancing performance both individually and collectively.

Principle 9 - Remunerate fairly and responsibly. Remuneration of Directors and executives is fully disclosed in the annual report. The remuneration committee, which advises and reports to the Board, is appropriately constituted in that members of the remuneration committee are non-executive directors with experience in corporate governance best practice.

Principle 10 - Recognise the legitimate interests of stakeholders. The Board recognises the importance of this principle (which it believes represents not only sound ethics but also good business sense and commercial practice) and continues to develop and implement procedures to ensure compliance with legal and other obligations to legitimate stakeholders. The Company and its policies and practices comply with the Guidelines in this area.