## 2. THE BOARD OF DIRECTORS 

## 2(a) Roles and Responsibilities of the Board 

The Board is accountable to the shareholders and investors for the overall performance of the Company and takes responsibility for monitoring the Company’s business and affairs and setting its strategic direction, establishing and overseeing the Company’s financial position. 

The Board is responsible for: 

• Appointing, evaluating, rewarding and if necessary the removal of the Managing Director (“MD”) and senior management; 

• Development of corporate objectives and strategy with management and approving plans, new investments, major capital and operating expenditures and major funding activities proposed by management; 

• Monitoring actual performance against defined performance expectations and reviewing operating information to understand at all times the state of the health of the Company; 

• Overseeing the management of business risks, safety and occupational health, environmental issues and community development; 

• Satisfying itself that the financial statements of the Company fairly and accurately set out the financial position and financial performance of the Company for the period under review; 

• Satisfying itself that there are appropriate reporting systems and controls in place to assure the board that proper operational, financial, compliance, risk management and internal control process are in place and functioning appropriately; 

• Approving and monitoring financial and other reporting; 

• Assuring itself that appropriate audit arrangements are in place; 

• Ensuring that the Company acts legally and responsibly on all matters and assuring itself that the Company has adopted a Code of Conduct and that the Company practice is consistent with that Code; and other policies; and 

• Reporting to and advising shareholders. 

Other than as specifically reserved to the Board, responsibility for the day-to-day management of the Company’s business activities is delegated to the Managing Director and Executive Management. 

## 2(b) Board Composition 

The Directors determine the composition of the Board employing the following principles: 

• the Board, in accordance with the Company’s constitution must comprise a minimum of three Directors; 

• the roles of the Chairman of the Board and of the Managing Director should be exercised by different individuals; 

• the majority of the Board should comprise Directors who are non-executive; 

• the Board should represent a broad range of qualifications, experience and expertise considered of benefit to the Company; and 

• the Board must be structured in such a way that it has a proper understanding of, and competency in, the current and emerging issues facing the Company, and can effectively review management’s decisions. 

The Board is currently comprised of three non-executive Directors and two executive Directors. Details of the members of the Board, their experience, expertise, qualifications, terms of office and independent status are set out in the Directors’ Report of the Annual Report under the heading “Directors”. 

