The Board Charter sets out:

• a framework to assist the Board to provide strategic guidance to the Company and effective oversight of its Management
• the manner in which the Board discharges its responsibilities in pursuit of the Company Goals and objective

The Board Charter applies to all members of the Board and senior Management of the Company.

ROLE OF THE BOARD

The role of the Board is to provide strategic guidance to the Company and effective oversight of its Management, for the benefits of Shareholders and other stakeholders. The Board Charter also sets out the roles of the Chairman, Managing Director and Chief Executive Officer.

RESPONSIBILITIES OF THE BOARD

The Board is responsible to direct, and supervise the management of the business and affairs of the Company. The responsibilities of the Board include the following:-

• Establishing policies for strengthening the performance of the Company including ensuring that Management is proactively seeking to build the business through innovation, initiative, technology, new products and the development of its business capitals.
• Input into and final approval of major corporate strategy and business plan.
• Monitoring corporate performance and implementation of strategy and policy.
• Approving and monitoring the progress of major capital expenditure, capital management and acquisition/divestment.
• Monitoring the performance of senior Management and implementation of strategy and policies.
• Appointing the Managing Director and Chief Executive Officer.
• Monitoring compliance with regulatory requirements.
• Reviewing and ratifying system of risk management and internal compliance controls.
• Establishing a succession plan.
• Ensuring the financial statements are true and fair, and conform to the relevant standards, rules and regulations.
• Deciding on steps that are necessary to protect the Company’s financial position.
• Monitoring Board composition, processes and performance.
• Establishment of Board Committees.
• Approving and monitoring financial and other major reporting to the market, shareholders, employees and other stakeholders.
• Appointment, reappointment and replacement of external auditors.

CONDUCT OF THE BOARD

The Directors commit to the collective, group decision making process of the Board. In discharging his/her duties, each Director must exercise care and diligence, act in good faith and in the best interest of the Company, not improperly use his/her position or misuse information of the Company and commit the time necessary to discharge effectively his/her role as a Director.

BOARD MEETINGS

The Board holds meetings at least four (4) times in each financial year and will hold additional meetings as the situation requires. Management, employees and any other person(s) may be invited to attend Board meetings or any Board Committee meetings to assist in the discussion and examination of the matters under consideration by the Board or Board Committees.

BOARD COMPOSITION

The Board shall comprise a minimum of one third (1/3) of independent non-executive Directors.

The members of the Board will have an appropriate and broad range of qualification and expertise.

Directors appointed to fill casual vacancy or as an addition to the Board shall hold office only until the next annual general meeting of the Company but shall be eligible for re-election.

Directors shall retire from office at least once every three (3) years but shall be eligible for re-election.

BOARD COMMITTEE

Board Committees are established to assist the Board in exercising its authority. Each Board Committee shall have their respective approved Terms of Reference.

INDEPENDENT PROFESSIONAL ADVICE

Directors are entitled to obtain independent professional advice relating to the affairs of the Company or to his/her other responsibilities as a Director of the Company.

BOARD AND MEMBER EVALUATION

The Board will review its size, composition and performance including the performance of its Directors at least annually.

STAKEHOLDERS MANAGEMENT

The Board will ensure that the Company puts in place a comprehensive communication policies to address how the Company interacts with all parties and complies with its continuous and timely disclosure requirements.

CHARTER SUMMARY

This is a summary of the Board Charter for public release. The Board is governed by a detailed Charter, covering comprehensive governance issues.