Committees

Audit Committee

The Audit committee is chaired by Stephen Oke, with Terence Willsteed and Ian Watson as committee members. The committee meets formally twice a year with the external auditors, the Chairman, the CEO, the CFO and the head of the internal audit function, while the Committee Chairman meets with executives and the auditors whenever necessary. The Committee's responsibilities are varied and include ensuring that the necessary internal controls and checks and balances are in place, establishing that management are enforcing use of the controls, and acting as a liaison between the external auditors and the Board. The internal and external auditors have unfettered access to the committee and its members throughout the year. The audit committee will also recommend the appointment of, and will review the fees of the external auditors.

Remuneration Committee

The Remuneration Committee, which meets twice a year, or as may be required by the Chairman, is chaired by Terence Willsteed, with Stephen Oke and Ian Watson as committee members. The Chairman and the CEO attend each meeting by invitation. The committee is responsible for reviewing and approving the remuneration of directors and senior management. The Chairman and the CEO are excluded from reviewing, deliberating, or approving their own remuneration packages.

Risk Management Committee

The Risk Management Committee, which meets twice a year, or as may be required by the Chairman, is chaired by the Managing Director, David Kovarsky and members are all exec and non exec directors (Stephen Turner, Stephen Oke, Ian Watson, Terence Willsteed, Tian Xia, Xiaoping Yang). The committee is responsible for assessing the internal processes for determining and managing key risk areas and ensuring that the Company has an effective risk management system and that major risks to the Company are reported at least annually to the Board.

Nominations Committee

The Nominations Committee is an ad-hoc committee, is chaired by Chairman, Tony Grey and members are non exec directors (Stephen Oke, Ian Watson, Terence Willsteed, Tian Xia, Xiaoping Yang). The committee is responsible for identifying and evaluating candidates who could be appointed as directors. Recommendations are presented to the Board.