IV. DIRECTOR QUALIFICATION STANDARDS

A. Selection of Directors

1. The Governance Nominating and Remuneration Committee is responsible for reviewing the qualifications of potential director candidates and recommending to the Board those candidates to be nominated for election to the Board.

2. In nominating candidates to serve as directors, the Board’s objective, with the assistance of the Governance Nominating and Remuneration Committee, is to select individuals with skills and experience that can be of assistance to Management in operatingtheCompany’s businessesandtoachievingtheCompany’soverall strategic objectives

3. When evaluating the recommendations of the Governance Nominating and Remuneration Committee, the Board should consider whether individual directors possessthefollowingpersonalcharacteristics:integrity,informedjudgment,financial literacy, mature confidence and high-performance standards.

4. The Board should comprise directors with diverse backgrounds, experiences, and perspectives to enrichen the dialogue and decision-making in the board room and contribute to overall Board effectiveness The Board as a whole should possess all of the following core competencies, with each candidate contributing knowledge, experience and skills in at least one domain: accounting and finance, business judgment, management, industry knowledge, leadership, strategy/vision and entrepreneurship. The Board should monitor the mix of specific experience, qualifications and skills of its directors in order to assure that the Board has the necessarytools to perform its oversight functioneffectively in light oftheCompany’s business, strategy and structure.

B. Independent Directors

To improve the quality of the Board’s oversight and to lessen the possibility of damaging conflicts of interest, the Board shall have at least 50 percent of “independent directors,” as defined by the Board from time to time and which is applicable to the Company by law or by any rule or regulation of any regulatory body to which the Company is subject

C. Board Determination of Independence

The Board will establish a policy for the standards of Director independence and will make an affirmative determination at least annually as to the independence of each director. No director will be considered “independent” unless the Board affirmatively determines that the director has no material relationship with the Company (directly or as a partner, shareholder or officer of an organization that has a relationship with the Company).

V. DIRECTOR RESPONSIBILITIES

A. Board Meetings

1. The Board shall meet as frequently as needed for directors to discharge properly their responsibilities. Without limiting the foregoing, the Board shall hold at least six (6) regular meetings per year of which four (4) should coincide with the release to the public of the Company’s audited and unaudited consolidated financial statements. The Board may hold special meetings as required.

2. Every effort should be made to schedule meetings sufficiently in advance to ensure maximum attendance at each meeting. All directors are expected to participate, whether telephonically by audio-visual link or in person, in all Board meetings, review relevant materials, serve on Board committees, and prepare appropriately for meetings.

3. Each director is expected to devote the time and attention necessary to properly discharge his or her responsibilities as director. The time commitment of directors who have executive responsibilities or serve on the boards of other companies will be reviewed annually.

B. Conduct of Meetings

1. Board meetings shall be run by the Chairperson of the Board and shall be conducted in a manner that ensures open communication, meaningful participation and timely resolution of issues.

2. Every year, the Board shall agree a schedule of key areas of discussion by the Board for the upcoming year after considering key issues facing the Company and the strategicobjectives approvedbytheBoard. InthatcontexttheChairman oftheBoard shall finalise the agenda for each meeting for the following year. All directors should be given the opportunity to raise items for consideration to be placed on the agenda.

3. Management and any committees of the Board should provide directors with materials concerning matters to be acted upon at least five (5) days in advance of the applicable meeting. Directors should review such materials carefully prior to the applicable meeting.

VI. BOARDS OF SUBSIDIARY COMPANIES

The Company has a number of subsidiary companies, both wholly owned and partly owned by the Company. All appointments to the boards of subsidiaries are to be approved by the Governance, Nominating and Remuneration Committee

In relation to wholly owned subsidiaries, and subject to the laws governing them: i. The policies of the Company shall be the policies of the subsidiary; ii. The governance standards adopted by the Company will be the governance standards of the subsidiary; iii. The subsidiary boards shall not have authority to act, without the consent of the Board in relation to: a. Capital raising and capital movements; b. Significant financial transactions; c. Approval of capital expenditure; d. Major project prioritization; e. Ability to initiate litigation; f. Appointment, remuneration, and termination of the Chief Executive Officer/Managing Director of the subsidiary; g. Power to dispose of business and major assets; h. Remuneration of directors; and i. Any other matter that significantly affects the rights of the Company as the sole legal or beneficial shareholder.

Application of these principles may differ among subsidiaries. In relation to partly-owned and/or publicly owned subsidiaries, the same objectives and policies will apply, subject always to: a. the rights of other shareholders; b. the terms of applicable Shareholder Agreements; and c. all laws and regulations applicable to these subsidiaries.

VII. DIRECTOR ACCESS TO COMPANY INFORMATION, MANAGEMENT AND INDEPENDENT ADVISORS

A. Board Access to Management

It is understood that Board meetings and standard activities will be conducted by reference to this charter, published agendas, and agreed actions arising. The Company Secretary will ensure that the Board is furnished with all relevant information within sufficient or agreed timeframes.

It is a fundamental right for Directors to have access to company information in order to discharge their statutory duties. Specifically, if a Director is dissatisfied with the information provided in their Board documents or fears that critical information is being withheld, they have the right to secure complete access to the information that they may legitimately require. In such a case, the Director should make a request to the Board’s Chairman for additional information and that information will be provided to all Directors. The Chairman will channel the request through the Corporate Secretary as appropriate, informing the Group Chief Executive Officer at the same time. This information request may also include direct access to the Company’s Management in order to ascertain further information about the Company’s business and for such other purposes as may be helpful to the Board in fulfilling its responsibilities.

Directors are expected to use judgment in requesting information and/or access to Company Managers. Specifically, they must ensure that their requests are for the proper purpose of discharging their statutory duties and do not result in directorial intrusion in the management and operations of the Company’s affairs. Further, the request should not be distracting to the business operations of the Company and all meetings with Management shall be scheduled through the office of the Company Secretary. The Company Secretary will ensure that the Group Chief Executive Officer is appropriately informed of significant contacts between the Board members and Management.

B. Director Access to Independent Advisors

1. The Board shall, at the Company’s expense, have the autonomy to retain such outside professionals to act as advisors to the Board and/or Management as may be deemed necessary or appropriate in the discharge of their duties.

2. Boardcommitteesmaywishtoretaintheirownoutsidecounsel,consultants andother professionals to advise them in the discharge of their duties. The parameters for any such retention shall be set forth in the respective committee charters.

C. Funding for Committee Advisors

1. The Company shall provide appropriate funding as determined by the Board, for payment of compensation: (i) to the independent registered accounting firm employed by the Company for the purposes of rendering an audit report; and (ii) to any other advisers employed, engaged or supervised by the Audit Committee.

2. The Company shall provide appropriate funding as determined by the Board to any Board committee which is permitted under its charter to employ outside advisors, to any advisers employed by such committees.

VIII. DIRECTOR COMPENSATION

The Board, with the assistance of the Governance Nominating and Remuneration Committee, shall review every three (3) years director compensation (including any additional compensation for the Chairperson, committee members and committee chairpersons). TheGovernance Nominating and RemunerationCommittee shall recommend compensation that is appropriate for a company of the complexity and size of the Company.

IX. DIRECTOR ORIENTATION AND CONTINUING EDUCATION

A. Orientation

1. The Company shall make available an orientation programme for all newly elected directors so that they may be fully informed as to their responsibilities and the means at their disposal for the effective discharge of such responsibilities.

2. The new directors shall be introduced to such Management and other personnel, as well as representatives of the Company’s outside accounting and other advisors, as is appropriate to familiarize them with the resources available to them.

B. Continuing Education

Each director shall be entitled to attend any continuing education programme for directors approved by the Governance Nominating and Remuneration Committee at the Company’s expense.

X. ANNUAL PERFORMANCE EVALUATIONS

A. Board Evaluation

1. There shall be an annual evaluation of the effectiveness of the Board and its committees. The purpose of this evaluation is to increase the effectiveness of the Board as a whole, and specifically review areas in which the Board and/or Management believes a better contribution could be made from the Board.

2. The Governance Nominating and Remuneration Committee shall oversee policies, principles and procedures for such evaluation.

3. In addition to other matters as determined by the Governance Nominating and Remuneration Committee,theevaluations should address: fiduciaryoversight; Board governance and process; strategic planning and business decisions; and financial matters.

B. Evaluation of Board Committees

EachcommitteeoftheBoardshouldconduct aself-evaluationatleastannuallyandreport the results to the Board, acting through the Governance Nominating and Remuneration Committee. Each committee’s evaluation must compare the performance of the committee with the requirements of its written charter.

XI. BOARD COMMITTEES

The Board shall have an Audit Committee and a Governance Nominating and Remuneration Committee. The Board may have such additional committees as the Board determines in orderto assist inthefulfillment ofitsduties. TheGovernanceNominating andRemuneration Committee will make recommendations to the Board with respect to nominees for members of the various sub-committees of the Board. The Board shall have the sole authority to appoint the members of Committees as well as the Chairman of each Committee.

Each Committee shall have a written charter reviewed annually by the Governance Nominating and Remuneration Committee and approved by the Board. The Chairman of each Committee shall report on the Committee’s actions or any significant issues considered by the Committee.