Terms of Reference Membership

The Committee shall comprise not less than two independent non-executive directors. The Chairman of the Committee shall be appointed by the Board. The Board may from time to time appoint additional members to the Committee from among the directors. A majority of the members of the Committee shall be independent non-executive directors. The Committee may invite any director, executive or other person to attend any meeting(s) of the Committee as it may from time to time consider desirable to assist the Committee in the attainment of its objective. Meetings and Quorum The Committee shall meet with such frequency and at such times as it may determine. It is expected that the Committee shall meet at least twice each year. The quorum for meetings shall be two, one of whom should be the Committee Chairman, unless he or she is unable to attend due to exceptional circumstances