1.1. The Committee will comprise of three or more of the members of the Board from time to time.
1.2. The Chair shall be selected by members of the Committee.
1.3. The Company Secretary or a nominee will be the Secretary of the Committee.

2.1. The Committee shall meet as often as it may deem necessary and appropriate in its judgment, but in no event fewer than three times per year.
2.2. A meeting of the Committee may be called by any member of the Committee or by the Secretary.
2.3. Notice of each meeting confirming the venue, time and date together with an agenda of items to be discussed will be forwarded to each member of the Committee not fewer than five working days before the date of the meeting.
2.4. A majority of the members of the Committee shall constitute a quorum.
2.5. In the absence of the Chair and/or an appointed deputy, the remaining members present will elect one of their number to chair the meeting.
2.6. The Secretary will keep appropriate records of all meetings of the Committee with appropriate minutes of the proceedings and resolutions.
2.7. Copies of the minutes of the meetings will be circulated to all members of the Committee and to the Chairman of the Board; any director may upon request to the Secretary of the Committee, as long as there is no conflict of interest, obtain copies of the Committee’s agenda and minutes.

3.1. The Committee will:

Corporate Governance:
(a) develop and recommend to the Board corporate governance guidelines applicable to the Company and keep such guidelines under review;
(b) oversee the evaluation of Board and management;
(c) arrange for an annual performance evaluation of the Committee;
(d) produce an annual report to the Board;

Nominating:
(e) review regularly the Board structure, size and composition and make recommendations to the Board with regard to any adjustments that are deemed necessary;
(f) be responsible for identifying and nominating candidates, consistent with criteria approved by the Board, for the approval of the Board to fill Board vacancies as and when they arise as well as put in place plans for succession, in particular, of the Chairman of the Board and executive officers;
(g) make recommendations to the Board for the continuation (or not) in service of an executive director as an executive or non-executive director;
(h) recommend directors who are retiring by rotation to be put forward for re-election;
(i) select, or recommend that the Board select, the director nominees for the next annual meeting of shareholders;

Compensation:
(j) review and approve corporate goals and objectives relevant to CEO compensation, evaluate the CEO’s performance in light of those goals and objectives, and, either as a committee or together with the other independent directors (as directed by the Board), determine and approve the CEO’s compensation level based on this evaluation;
(k) make recommendations to the board with respect to non-CEO executive officer compensation, and incentive-compensation and equity-based plans that are subject to board approval;
(l) determine and administer the group’s long term incentive plans, including any equity based plans and grants under them; and
(m) have due regard to the rules of the New York Stock Exchange and requirements of the United States Securities and Exchange Commission in discharging its duties.

(a) The Board is committed to supporting, valuing and leveraging diversity in its composition, among other qualities that the Board believes serve the best interests of the Company and its stakeholders.
(b) Although the Board has not set specific targets with respect to particular elements of diversity, the Board believes that it is important for the Board to represent a diverse composite mix of ethnicities, ages, gender, race, geographic locations, education and professional skills, backgrounds and experience, among other characteristics.
(c) As described above, the Committee evaluates the overall performance of the Board and recommends director candidates for election to the Board. Such evaluation and selection of candidates for appointment to the Board will be based on merit. Within the overriding emphasis on merit, the Committee shall consider the benefits of diversity in order to maintain an optimum mix of skills, knowledge, background, perspectives and experience on the Board.
(d) In addition, the Board and the Committee insist on equal opportunity and prohibit discrimination based on personal characteristics or traits, such as a person’s sex, sexual orientation, age, race/ethnicity, color, religion, national origin, marital status, pregnancy, physical or mental disability, or any other characteristic protected by law.

5.1. The Committee will:
(a) have the power to employ the services of such advisers as it deems necessary to fulfill its responsibilities;
(b) have the sole power to retain and terminate any search/recruitment firm to identify director candidates; as well as sole authority to approve the fees and other terms of engagement of any such firm;
(c) have the sole power to retain and terminate any compensation consultant assisting in the evaluation of a director or the chief executive officer or senior executive compensation;
(d) keep the membership and succession position of the Board under regular review to ensure the optimum balance of executive and non-executive directors, disciplines, age and relevant experience;
(e) take practical steps to meet and form personal judgments on those identified to have potential for the Board; and
(f) make appropriate recommendations to the Board.