The board's role and responsibilities include but are not limited to:

(a) The overall business performance and strategy and business plan for the company;
(b) Causing financial statements to be prepared which accurately disclose the company's financial position;
(c) Monitoring management performance;
(d) Convening and preparing the agenda for shareholder meetings;
(e) Monitoring conflicts of interest and preventing abusive related party transactions;
(f) Selecting, compensating, monitoring and, when necessary, replacing key executives and overseeing succession planning;
(g) Aligning key executive and board remuneration with the longer term interests of the company and its shareholders;
(h) Ensuring a formal and trans-group board nomination and election process;
(i) Ensuring the integrity of the corporation's accounting and financial reporting systems, including the independent audit, and that appropriate systems of control are in place, in particular, systems for risk management, financial and operational control, and compliance with the law and relevant standards;
(j) Assuring equitable treatment of shareholders including minority shareholders;
(k) Ensuring compliance with the relevant rules and requirements relating to the issuing and offering of securities;
(l) The ongoing obligations in respect of the listing requirements, including but not limited to issues relating to disclosure, dissemination of price sensitive information and other communication, and the prevention of market abuse and insider trading;
(m) Compliance with the company's founding documentation, including but not limited to its Memorandum and Articles of Association and other relevant by-laws and resolutions;
(n) Ensure that any loans provided by the company are approved by the board in accordance with their authority for such items, including the respective limits and other relevant terms; and
(o) Providing approval in respect of the relevant fees, charges, subscriptions, commissions and other business and administrative sanctions, where relevant.
Amended: January 2012
July 2011