Terms Used in this Code

In this Code the following terms have the following meanings:

Remuneration means all types of compensation including but not limited to salary, fee and non-cash benefits such as grants of stock, stock options or pension benefits.

Executive director means a director who is an officer or employee, or is otherwise involved in day-today management , of either:

•   the company,
•   another company which is a controlling shareholder of the company,
•   another company of which the company is a controlling shareholder,
•   another company which is controlled by a controlling shareholder of the company.

Non-executive director means any director who is not an executive director.

Independent director means a non-executive director who is independent as stated in Appendix A.

CEO means a company's chief executive officer. The board shall determine that person's actual title, which may be "CEO," "Chief Executive Officer," "President," "Managing Director," or another title.

Controlling shareholder means any shareholder who holds 10% or more of the share capital or is able to exercise (or control the exercise of) 10% or more of the voting power in the company.