Corporate Governance

1. to make recommendations to the Board on the appointment, re-appointment and removal of the external auditor, and approve the remuneration and terms of engagement of the external auditor, and deal with any questions of its resignation or dismissal;
2. to review and monitor the external auditor’s independence and objectivity and the effectiveness of the audit process in accordance with applicable standards;
3. to discuss with the auditor the nature and scope of the audit and reporting obligations before the audit commences;
4. to develop and implement policy on engaging an external auditor to supply non-audit services;
5. to monitor integrity of the Company’s financial statements and annual report and accounts, half-year report and, if prepared for publication, quarterly reports, and review significant financial reporting judgments contained in them;
6. to review the Company’s financial controls, risk management and internal control systems;
7. to discuss the risk management and internal control systems with management to ensure that management has performed its duty to have effective systems;
8. to review the Group’s financial and accounting policies and practices;
9. to review the external auditor’s management letter, any material queries raised by the external auditor to management about accounting records, financial accounts or systems of control and management’s response;
10. to ensure that the Board will provide a timely response to the issues raised in the external auditor’s management letter; and
11. to review arrangements employees of the Company can use, in confidence, to raise concerns about possible improprieties in financial reporting, internal control or other matters.

1. to make recommendations to the Board on the Company’s policy and structure for all Directors’ and senior management’s remuneration and on the establishment of a formal and transparent procedure for developing remuneration policy;
2. to review and approve the management’s remuneration proposals with reference to the Board’s corporate goals and objectives;
3. to make recommendations to the Board on the remuneration of non-executive Directors;
4. to consider salaries paid by comparable companies, time commitment and responsibilities and employment conditions elsewhere in the Group;
5. to review and approve compensation payable to executive Directors and senior management for any loss or termination of office or appointment to ensure that it is consistent with contractual terms and is otherwise fair and not excessive;
6. to review and approve compensation arrangements relating to dismissal or removal of Directors for misconduct to ensure that they are consistent with contractual terms and are otherwise reasonable and appropriate; and
7. to ensure that no Director or any of his/her associates is involved in deciding his/her own remuneration.

1. to review the structure, size and composition (including the skills, knowledge and experience) of the Board at least annually and make recommendations on any proposed changes to the Board to complement the Company’s corporate strategy;
2. to establish and review the policies and procedures on how to identify individuals suitably qualified to become Board members and to select or make recommendations to the Board on the selection of individuals nominated for directorships;
3. to assist the Board in establishing the diversity policy;
4. to establish and review the policies and procedures on the selection, appointment and reappointment of Directors, which shall at all times consider the potential contributions one could bring to the Board in terms of qualifications, skills, experience, independence and gender diversity;
5. to assess the independence of independent non-executive Directors; and
6. to make recommendations to the Board on the appointment or re-appointment of Directors and succession planning for Directors, in particular the Chairman.