Roles and Responsibilities of Chairman and Chief Executive

Whilst the Chairman and Chief Executive are collectively responsible for the leadership of the Group and for promoting the highest standards of integrity and probity, there is a clear and effective division of accountability and responsibility between the Chairman and the Chief Executive and each plays a distinctive role but complementing each other to ensure that there is a balance of power and authority and no individual has unfettered powers of decision and control.

• Provides leadership and governance of the Board so as to create the conditions for overall Board’s and individual Director’s effectiveness, and ensures that all key and appropriate issues are discussed by the Board in a timely manner

• Leads the management in the day-to-day running of the Group’s business in accordance with the business plans and within the budgets approved by the Board

• Promotes effective relationships and open communication, and creates an environment that allows constructive debates and challenges, both inside and outside the boardroom, between Non-executive Directors and the management

• Leads the management to ensure effective working relationships with the Chairman and the Board by meeting or communicating with the Chairman on a regular basis to review key developments, issues, opportunities and concerns

• Ensures that the Board as a whole plays a full and constructive part in the development and determination of the Group’s strategies and policies, and that Board decisions taken are in the Group’s best interests and fairly reflect Board’s consensus

• Develops and proposes the Group’s strategies and policies for the Board’s consideration

• Ensures that the strategies and policies agreed by the Board are effectively implemented by the Chief Executive and the management

• Implements, with the support of the management, the strategies and policies as approved by the Board and its committees in pursuit of the Group’s objectives

• Sets, in consultation with the Chief Executive and Company Secretary, the Board meeting schedule and agenda to take full account of the important issues facing the Group and the concerns of all Directors, and ensures that adequate time is available for thorough discussion of critical and strategic issues

• Maintains regular dialogue with the Chairman on important and strategic issues facing the Group, and ensures bringing these issues to the Board’s attention

• Ensures that the Board is properly briefed on issues arising at Board meetings and receives, in a timely manner, adequate information which must be accurate, clear, complete and reliable, to fulfill its duties, such as reports on the Group’s performance, the issues, challenges and opportunities facing the Group, and matters reserved for it to make decision

• Ensures that the management gives appropriate priority to providing reports to the Board which contain relevant, accurate, timely and clear information necessary for the Board to fulfill its duties

• Arranges informal meetings of the Directors at least annually, including meetings of the Non-executive Directors at which the Chief Executive is not present, and ensures that sufficient time and consideration is given to complex, contentious or sensitive issues

• Ensures that the Board, especially the Chairman, is alerted to forthcoming complex, contentious or sensitive issues affecting the Group

• Ensures that there is effective communication with shareholders, and that each Director develops and maintains an understanding of the stakeholders’ views

• Leads the communication programme with our stakeholders including shareholders

• Establishs good corporate governance practices and procedures and promotes the highest standards of integrity, probity and corporate governance throughout the Group and particularly at Board level

• Conducts the affairs of the Group in accordance with the practices and procedures adopted by the Board and promotes the highest standards of integrity, probity and corporate governance within the Group