The Board accepts its responsibility to act as a board and to do so in the interests of the company only and not in a director's personal interests or in the interests of any member a director may represent.

A duty of care, diligence and skill which can be reasonably expected from persons with their level of knowledge and experience.

A duty to exercise an independent discretion.

A duty of always acting in a bona fide manner, i.e. in good faith.

Understanding the business of the company in all operational, financial, human resources, risk management, and environmental respects.

Making informed decisions based on a complete understanding of the company's business and the issues that might materially affect it.

Seeking out additional information where a director feels that insufficient information has been furnished for the purposes of decision-making.

Obtaining independent professional advice in circumstances where the director believes that, despite a good understanding of the company and efforts to obtain further information, he or she is still not in a position to make informed decisions.

Diligently preparing for board meetings by reviewing and understanding board pack material well in advance of board meetings, actively participating in board meetings, and bringing to bear the full measure of one's experience and expertise to which the company is entitled.

Always setting the company's interests before personal or the appointing member's interests or gain.

Always acting impartially and independently in the interests of the company, unhampered and unfettered by any other interest (whether it be personal, another member's or stakeholder's).

Always conducting the affairs of the company with the utmost honesty and integrity.

Avoiding any conflict between the interests of the company and any personal interest. In the event of there being the slightest hint of any possible interest, it is openly and formally declared.

Directors do not exercise powers that are beyond the normal capacity of the company or request that powers be given to them unless bestowed by the company's articles of association.

Compliance with this duty is achieved by strict adherence to the articles of association, levels of authority as determined by the company in general meeting (the members), specific mandates from the board of directors, and the law.

The board's size is such to be effective and meet in the company's requirements. It comprises a majority of non-executive directors.

The following attributes are brought into consideration when directors are nominated:

The process of director appointment is transparent and is facilitated by the introduction of a nomination committee (the Board's Management Committee).

The positions of chairperson and chief executive officer are vested in two separate persons.

With the exception of the CEO, all members of the board, whether elected or co-opted, are non-executive directors.

A code has been adopted by the board to address conflicts of interest.

An approval framework which defines the authority of management and matters for board approval, has been introduced.

The board meets regularly (every two months) to review the operational performance of the company, strategic issues, the business plan, acquisitions, disposals, longer-term contracts and commitments, company policies and stakeholder reporting.

Provision is made for the rotation of directors in the company's Articles of Association whereby directors are elected for a two-year period, following which they must stand down but may be re-elected by the members in general meeting.

Such process is ensconced in the Articles of Association and is facilitated by the activities of the Management Committee which also acts as a nomination committee.

New directors' suitability for serving on the board is ascertained beforehand by the nomination committee.

The board's formal orientation programme familiarises incoming directors with the company's operations, senior management and its business environment, and inducts them in their fiduciary duties, responsibilities, powers and potential liabilities.

The CEO, in consultation with the chairperson, plays a substantial role in the orientation process for directors.

Directors are apprised of material company issues on an ongoing basis.

Directors have access to all organisational information and records.

The board is at liberty to retain external professionals' services when required.

The company's performance is measured according to the “triple bottom line”, viz. on financial, social and environmental levels.

The board lays great emphasis on the importance of corporate disclosure, notably as a means of transparency, accountability and responsibility, on matters of significance, interest and relevance to members and a wide range of stakeholders.

Reviewing and guiding corporate strategy, major plans of action, risk policy, annual budgets and business plans; setting performance objectives; monitoring implementation and corporate performance; and overseeing major capital expenditures, acquisitions and divestitures.

Selecting, compensating, monitoring and, when necessary, replacing key executives and overseeing succession planning.

Reviewing key executive and board remuneration, and ensuring a formal and transparent board nomination process.

Monitoring and managing potential conflicts of interest of management, board members and shareholders, including misuse of corporate assets and abuse in related party transactions.

Ensuring the integrity of the company's accounting and financial reporting systems, including the independent audit, and that appropriate systems of control are in place, in particular, systems for monitoring risk, financial control, and compliance with the law.

Monitoring the effectiveness of the governance practices under which it operates and making changes as needed.

Overseeing the process of disclosure and communications.

The chairperson's primary function is to preside over directors' and members' meetings and ensure their smooth functioning in the interests of good governance.

There is a clearly accepted division of responsibilities at the head of the company to ensure balance of power and authority, so that no individual has unfettered powers of decision-making.

The chairperson is an independent non-executive director.

The board appraises the performance of the chairperson on an annual basis.

The chairperson of the board accepts responsibility for the following essential tasks:

Taking responsibility for the board's composition and development.

Given the strategic and operational role of the CEO, this function is separate from that of the chairperson.

The CEO is responsible for the performance of the company, as dictated by the board's overall strategy. He reports to the chairman or board of directors.

His responsibilities include:

Directing strategy towards the profitable growth and operation of the company.

Developing strategic operating plans that reflect the longer-term objectives and priorities established by the board.

Ensuring that the operating objectives and standards of performance are not only understood but owned by the management and other employees.

The chairperson is responsible for appraising the performance of the CEO. The board considers the results of such appraisal in order to evaluate the performance of the CEO and to determine his remuneration.

Executive management are encouraged to hold other non-executive directorships, but those should not interfere with their immediate management responsibilities. Non-executive directors should carefully consider limiting the number of directorships they accept to ensure that the company enjoys the full benefit of their expertise, experience and knowledge.

The board as a body controls corporate objectives in an affirmative, prescriptive way and controls corporate means in a limiting, proscriptive way.

The human resources committee has been appointed to make recommendations to the board on the remuneration package of the CEO and to develop performance-based incentive schemes.

Performance-related elements constitute a substantial portion of the total remuneration packages of executives to align their interests with those of members and stakeholders, and are designed to provide incentives to perform at the highest operational standards.

The human resources committee plays an integral part in succession planning in respect of the CEO and executive management.

Board meetings are held bi-monthly. The number of board meetings and directors' attendance are disclosed in the annual report.

The board established standing committees which are delegated to assist and enable the board to properly discharge its duties and responsibilities and to effectively fulfil its decision-taking process.

Standing committees have formally determined terms of reference in respect of:

Board committees are free to take independent external professional advice if deemed necessary, subject to budget constraints

Membership of all board committees is disclosed in the annual report and the chairpersons of board committees attend the company's annual general meeting to answer questions from members

This measure has been introduced to protect directors and executive management against accountability where a business decision was taken based upon all available information, in good faith and without any conflicting interests, but which later proved to be a major mistake. This rule encourages innovation and risk taking while limiting judicial intrusiveness in private sector decision making.

A company secretary has been appointed. The board is cognisant of the duties imposed upon the company secretary and he is empowered accordingly to enable him to properly fulfil those duties.

The board is responsible for:

Management is accountable to the board for:

The annual risk assessment addresses the company's exposure to the following:

The Financial Committee has been established and is maintained by the board as one of its standing committees as recommended by King Code II.

The ballot process is used where contentious issues are under consideration

Members are informed of decisions taken at general meetings.

Openness and substance are considered more important and of higher relevance than form. Both positive and negative aspects of performance are reported.

Characteristics pertaining to disclosure which have been adopted:

Annual general meetings and other general meetings of the company are dealt with in accordance with the company's Articles of Association.

Communication with members on the state of the company's assets, business conduct and business practices is done at least once per annum by means of the board's annual report.