Code of Conduct

INTRODUCTION

It is the Company’s policy to maintain a high degree of Corporate Governance in protecting the shareholders’ interests in the Company. It is recognized that the Board of Directors has an important role in achieving this objective; thus is responsible to formulate strategy and to monitor and control operating and financial performance in pursuit of the Company’s strategic objectives.

CODES OF CONDUCT

The Board

1. The Board will on a regular basis review the composition and size of the Board, the diversity of skills and experience, their complementarity and the characteristics required of both executive and non-executive members of the Board in the context of the business and its strategies. A Board committee, the Nomination Committee comprising mainly independent directors, has been formed to assist the Board in this process.
2. It is important that the Board is of a size to enable there to be a reasonable balance between executive and non-executive Directors.
3. All Directors are appointed and are then subject to periodic re-appointment by the shareholders through rotation in general meeting.

Director’s independence

4. The Board believes that independence is a matter of judgment and conscience but that, in order to be independent, non-executive Directors should be free from any business or other relationship that might interfere with the exercise of their independent judgment. Directors considered to be independent will be identified in the Annual Report and other communications with shareholders.

Board compensation

5. The pay and benefits for executive Directors, including the Chairman, are determined by the Remuneration Committee – a committee comprising a majority of Independent Non-Executive Directors. The remuneration of executive Directors and non-executive Directors will be reviewed regularly with reference to the Company’s performance and relative shareholders’ return, and compensations of directors at comparable companies. The assistance of independent external advisers will be sought from time to time.

Corporate Governance Board Committees

6. The full Board is responsible for continual enhancement of corporate governance practices. In achieving this objective, the Board has established and maintained three corporate governance committees comprising mainly of non-executive Directors appointed by the Board. The Remuneration Committee will in accordance with its terms of reference determine the compensation and other benefits of the Chairman and executive Directors. The Audit Committee will review the financial accounts and policies and oversee internal controls and compliance. The Nomination Committee will nominate and recommend the composition and competence of the Board.

Access to independent professional advice

7. There is an agreed procedure for Directors (including Directors serving the Board Committees) to take independent professional advice at the Company’s expense.

Board authorities, delegations and discretions

8. The Board has determined those matters that are to be retained for full Board sanction and those matters that are to be delegated to the executive management of the business.

 

All Board Committees have clear written terms of reference. Board Committees report regularly to the full Board on their work and findings.