Saturday, August 8, 2009

THE ROLE OF THE CHAIRMAN

The Chairman and the Chief Executive collectively are responsible for the leadership
of the Company. The Chairman’s primary responsibility is for leading the Board and
ensuring its effectiveness whilst the Chief Executive is responsible for running the
Company’s business.

The role of the Chairman includes:

a. setting the Board agenda, ensuring that Directors receive accurate, timely and clear
information to enable them to take sound decisions, ensuring that sufficient time is
allowed for complex or contentious issues, and encouraging active engagement by
all members of the Board;

b. taking the lead in providing a comprehensive, formal and tailored induction
programme for new Directors, and in addressing the development needs of
individual Directors to ensure that they have the skills and knowledge to fulfil their role on the Board and on Board Committees;

c. evaluating annually the performance of each Board member in his/her role as a
Director, and ensuring that the performance of the Board as a whole and its
Committees is evaluated annually. Holding meetings with the non-executive
Directors without the executives being present;

d. ensuring effective communication with shareholders and in particular that the
Company maintains contact with its principal shareholders on matters relating to
strategy, governance and Directors’ remuneration. Ensuring that the views of
shareholders are communicated to the Board as a whole;

e. as Chairman of the Nominations Committee, initiating change and planning
succession in Board appointments (other than in relation to the appointment of a
successor as Chairman) in accordance with procedures agreed from time to time by
the Board;

f. together with the Chief Executive, providing input to the Remuneration Committee in relation to both its recommendations to the Board on the policy for the remuneration of the Executive Directors and its approval of the detailed terms of service of the Executive Directors and the Company Secretary;

g. together with the Chief Executive, advising the Board in its determination of the fees of the Non-Executive Directors (other than the Chairman);

h. being available to the Chief Executive to advise on matters relating to strategy and operations;

i. in conjunction with the Chief Executive, representing the Company to customers,
suppliers,government,shareholders,financial institutions and the community.

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