1. Membership

1.1 The Committee shall be appointed from time to time by the Board from amongst its own members.

1.2 The Committee shall consist of not less than three members, including the Chairman of the Board, who shall be Chairman of the Committee.

1.3 The Chairman of the Board shall not chair the Committee when it is dealing with the matter of succession to the Chairmanship.

1.4 The majority of members shall be independent non-executive directors.

1.5 The quorum shall be any two members, one of whom shall be the Chairman of the Committee.

2. Duties

2.1 To regularly review the structure, size and composition (including the skills, knowledge and experience) required of the Board compared to its current position and make recommendations to the Board with regard to any changes.

2.2 To give full consideration to succession planning for directors of the company and other senior executives, taking future requirements into account.

2.3 To select candidates for appointment to the Board.

2.4 To make recommendations to the Board in respect of 2.1 to 2.3 above.

3. Meetings

3.1 The Committee shall regularly meet at least once in each financial year and at such other times as the Chairman of the Committee shall require.

3.2 The Chairman should be available to attend the AGM to respond to any shareholder questions relating to the Committee’s activities.

4. Minutes of meetings

4.1 The Chairman shall procure that the proceedings and resolutions of all Committee Meetings shall be minuted.

4.2 Minutes of Committee meetings shall be circulated promptly to all members of the Committee and the Chairman of the Board and, once agreed, to all other members of the Board, unless conflict of interest exists.