BOARD OF DIRECTORS

Charter / Major Terms of Reference

The Board has ultimate responsibility for managing the Company and is the source of all executive authority within the business. The Board from time to time reviews and approves changes to principal business processes and systems designed to secure appropriate internal control.The Company is run by its Board of Directors and its affairs are managed on a day to day basis by the Chief Executive under the direction and control of the Board.

In performing his task the Chief Executive is required to have a view both to the protection and improvement of shareholders’ value and to the longer term health of the Company. However, there are duties reserved for the Board. The duties reserved to the Board are to consider reports on the conduct of the Company’s affairs and to take strategic and statutory decisions.