REG - SolGold PLC - Notice of AGM and Management Information Circular <Origin Href="QuoteRef">SOLG.L</Origin> - Part 4

SolGoldAnnouncement

29/12/2017 07:17

- Part 4: For the preceding part double click  ID:nRSc5160Ac 

backgrounds. 
 
In assessing the Independence of directors, the Company has regard to the UK
Corporate Governance Code and regards an Independent Director as a
non-executive Director (that is, not a member of Management) who: 
 
(1)      is not a substantial shareholder of the Company or an officer of, or
otherwise associated directly with, a substantial shareholder of the Company; 
 
(2)      within the last five years has not been employed in an executive
capacity by the Company or another group member, or been a director after
ceasing to hold any such employment; 
 
(3)      within the last three years has not been a principal of a material
professional advisor or a material consultant to the Company or another group
member, or an employee materially associated with the service provided; 
 
(4)      is not a material supplier or customer of the Company or other group
member, or an officer of or otherwise associated directly or indirectly with a
material supplier or customer; 
 
(5)      has no material contractual relationship with the Company or another
group member other than as a Director of the Company; 
 
(6)      has not served on the Board for a period which could, or could
reasonably be perceived to, materially interfere with the directors' ability
to act in the best interests of the Company; and 
 
(7)      is free from any interest and any business or other relationship
which could, or could reasonably be perceived to, materially interfere with
the directors' ability to act in the best interests of the Company. 
 
For the avoidance of any doubt, the determination of the Board as to the
independence of a Director for the purposes of this Corporate Governance
Charter, is in no way determinative as to the independence of a Director for
any other purpose (including, without limitation, pursuant to any Exchange
Rules). 
 
A.2      The Chairperson 
 
The Chairperson is responsible for leadership of the Board, for efficient
organisation and conduct of the Board's function and the briefing of all
Directors in relation to issues arising at Board meetings.  The Chairperson is
also responsible for shareholder communication and arranging Board performance
evaluation. 
 
A.3      Chief Executive Officer/Managing Director 
 
The Chief Executive Officer and/or Managing Director (if any) are responsible
for running the affairs of the Company under delegated authority from the
Board and to implement the policies and strategies set by the Board.  In
carrying out their responsibilities, they must report to the Board in a timely
manner and ensure all reports to the Board present a true and fair view of the
Company's financial position and operating results. 
 
The Chief Executive Officer and/or Managing Director (if any) (together with
the Chief Financial Officer, if there is one) shall be required to state in
writing to the Board that the financial reports of the Company represent a
true and fair view in all material respects, of the Company's financial
conditions and operating results and are in accordance with relevant
accounting standards. 
 
A.4      Corporate Ethics, 
 
The Company has adopted a separate Corporate Ethics Policy (refer Section G)
which has been agreed to by each member of the Board, setting out, in addition
to these principles, the obligations of integrity and honesty on each member
of the Board and their obligations with respect to, amongst other matters,
conflicts of interest and dealing in securities in the Company. 
 
A.5      Corporate Code of Conduct 
 
The Company also adheres to the following statement of principles and
responsibilities with respect to both its internal dealings with employees and
consultants, and external dealings with shareholders and the community at
large (such principles and responsibilities constitute the Company's Corporate
Code of Conduct). 
 
The Corporate Code of Conduct sets out the standard which the Board,
Management and employees of the Company are encouraged to comply with when
dealing with each other, shareholders, and the broader community. 
 
(a)        Commitment of the Board and Management to the Corporate Code of
Conduct 
 
The Board and Management approve and endorse this Corporate Code of Conduct. 
 
The Board and Management encourage all staff to consider the principles of the
Corporate Code of Conduct and use them as a guide to determine how to respond
when acting on behalf of the Company. 
 
(b)        Responsibilities to Shareholders and the Financial Community
Generally 
 
The Company aims: 
 
(1)      to increase shareholder value within an appropriate framework which
safeguards the rights and interests of the Company's shareholders and the
financial community; 
 
(2)      comply with systems of control and accountability which the Company
has in place as part of its corporate governance; and 
 
(3)      to act with honesty, integrity and fairness. 
 
(c)        Responsibilities to Clients, Customers and Consumers 
 
The Company is to comply with all legislative and common law requirements
which affect its business.  Any transgression from the applicable legal rules
is to be reported to Management as soon as a person becomes aware of such a
transgression. 
 
(d)        Employment Practices 
 
The Company will employ the best available staff, both male and female, from a
diverse background, with skills required to carry out their roles. 
 
The Company will ensure that Diversity objectives are adopted at all levels of
the Company. 
 
The Company will ensure a safe work place and maintain proper occupational
health and safety practices commensurate with the nature of the Company's
business and activities. 
 
(e)        Responsibility to the Community 
 
The Company will recognise, consider and respect legal requirements impacting
upon its operations and comply with all applicable legal requirements. 
 
The Company will act with honesty, integrity and fairness in all dealings with
the community. 
 
(f)         Responsibility to the Individual 
 
The Company recognises and respects the rights of individuals and to the best
of its ability will comply with the applicable legal rules regarding privacy,
privileges, private and confidential information. 
 
The Company will maintain the confidentiality of the information of its
shareholders, customers and suppliers, unless required to be disclosed by law
or disclosure is otherwise authorised. 
 
(g)        Obligations Relative to Fair Trading and Dealing 
 
The Company will deal with others in a way that is fair and will not engage in
deceptive practices. 
 
(h)        Conflicts of Interest 
 
The Board, Management and employees must not involve themselves in situations
where there is an actual, perceived or potential conflict of interest (either
direct or indirect) between them as individuals and the interest of the
Company (excluding those matters which may be subject to legal professional
privilege). 
 
Where an actual, perceived or potential conflict of interest arises, the
matter should be: 
 
(1)      in the case of a member of the Board, dealt with in accordance with
the Corporate Ethics Policy and the Articles; 
 
(2)      in the case of a member of Management, brought to the attention of a
member of the Board; and 
 
(3)      in the case of an employee, brought to the attention of that
employee's supervisor, a member of Management or a member of the Board. 
 
In disclosing any actual, perceived or potential conflict of interest,
disclosure should occur as soon as possible and should contain such details
and particulars to allow it to be considered and dealt with in an appropriate
manner for all concerned. 
 
(i)         Compliance with the Corporate Code of Conduct 
 
Any breach of compliance with this Corporate Code of Conduct is to be reported
directly to the Chief Executive Officer, Managing Director or Chairperson, as
appropriate. 
 
(j)         Periodic Review of Corporate Code of Conduct 
 
The Company will monitor compliance with the Corporate Code of Conduct
periodically by liaising with the Board, Management and staff especially in
relation to any areas of difficulty which arise from the Corporate Code of
Conduct and any other ideas or suggestions for improvement of the Corporate
Code of Conduct.  Suggestions for improvements or amendments to the Corporate
Code of Conduct are welcomed by the Company and can be made at any time. 
 
(k)        Code of Conduct for employees (and contractors) 
 
The Company shall ensure that the above principles are implemented and adopted
by employees and contractors of the Company, by importing the following
principles into the terms of such engagements: 
 
(1)      to actively promote the highest standards of ethics and integrity in
carrying out their duties for the Company; 
 
(2)      to disclose any actual, potential or perceived conflicts of interest
of a direct or indirect nature of which they become aware and which they
believe could compromise in any way the reputation or performance of the
Company; 
 
(3)      to respect confidentiality of all information of a confidential
nature which is acquired in the course of the Company's business and not
disclose or make improper use of such confidential information to any person
unless specific authorisation is given for disclosure or disclosure is legally
mandated; 
 
(4)      to deal with the Company's customers, suppliers, competitors and each
other with the highest level of honesty, fairness and integrity and to observe
the rule and spirit of the legal and regulatory environment in which the
Company operates; 
 
(5)      to protect the assets of the Company to ensure their availability for
legitimate business purposes and to ensure all corporate opportunities are
enjoyed by the Company and that no property, information or position belonging
to the Company or opportunity arising from these are used for personal gain or
to compete with the Company; 
 
(6)      to provide a workplace that is free of harassment and discrimination;
and 
 
(7)      to report any breach of the above principles to Management or a
member of the Board, who will treat reports made in good faith with respect
and in confidence. 
 
A.6      Selection of External Auditor and rotation of Audit Engagement
Partner 
 
(a)        Responsibility 
 
The Board is responsible for the initial appointment of the external auditor
and in conjunction with the Audit & Risk Management Committee, the appointment
of a new external auditor when any vacancy arises. 
 
(b)        Selection Criteria 
 
Mandatory criteria 
 
Candidates for the position of external auditor of the Company must be able to
demonstrate complete independence from the Company and an ability to maintain
independence through the engagement period.  Further the successful candidate
must have arrangements in place for the rotation of the audit engagement
partner on a regular basis. 
 
Other criteria 
 
Other than the mandatory criteria noted above, the Board (in conjunction with
the Audit & Risk Management Committee) may select an external auditor based on
criteria relevant to the business of the Company such as experience in the
industry in which the Company operates, references, cost and any other matters
deemed relevant by the Board and the Audit & Risk Management Committee. 
 
(c)        Review 
 
The Audit & Risk Management Committee will review the performance of the
external auditor on an annual basis in accordance with the A&R Charter. 
 
A.7      Committees 
 
As set out in Section A.1(b), one of the functions of the Board is to form and
monitor any special purpose Committees established to review certain aspects
of the operations of the Company, having regard to these principles. 
 
As at the date of this Corporate Governance Charter, the Board has
established 
 
-     an Audit & Risk Management Committee; and 
 
-     a Remuneration Committee. 
 
As at the date of this Corporate Governance Charter, the Board has not yet
formally established: 
 
-     a Corporate Governance Committee; or 
 
-     a Nominations Committee, 
 
as the Directors consider that the Company is not of a size nor are its
affairs of such complexity as to justify the formation of these Committees at
the time of adoption of this Corporate Governance Charter.  Rather, the Board
as a whole is able to address the issues that would otherwise be addressed by
such Committees and is guided by the Charters set out in this document. The
Company will review this position annually and determine whether additional
special purpose Committees need to be established. 
 
Section B - Corporate Governance Committee Charter 
 
B.1      CG Committee Members 
 
As noted in Section A, the Company has not formally established a Corporate
Governance Committee (CG Committee) as the Directors consider that the Company
is not of a size nor are its affairs of such complexity as to justify the
formation of the CG Committee.  Rather, the Board as a whole is able to
address these issues and is guided by the Corporate Governance Committee
Charter (the CGC Charter) set out below.  The Board will review this position
annually and determine whether a CG Committee needs to be established. 
 
B.2      Purpose 
 
(a)        The CGC Charter sets out the role, responsibilities, powers,
authority and membership requirements of the CG Committee of the Company. 
 
(b)        Key features of the CGC Charter will be outlined in the Annual
Report. The CGC Charter is available to shareholders of the Company via the
website. 
 
B.3      Definition and Objectives of the CG Committee 
 
(a)        The CG Committee is a Committee of the Board and such other persons
appointed by the Board from time to time. 
 
(b)        The CG Committee is responsible for: 
 
(1)      ensuring performance of members of the Board is reviewed; 
 
(2)      reviewing the compliance by the Company with the provisions of the
CGC Charter and more broadly with the Corporate Governance Charter; 
 
(3)      ensuring an appropriate Board and CG Committee structure is in place
so that the Board can perform a proper review function; 
 
(4)      implementing the Diversity Policy and ensuring that the Company
achieves its objectives set out in the Diversity Policy across all levels in
the Company; 
 
(5)      assessing the adequacy and quality of information provided to the
Board prior to and during its meetings; 
 
(6)      reviewing periodically the Company's Corporate Ethics Policy,
Diversity Policy and Nominee Director Policy and any other issues related to
corporate governance, and recommending any proposed changes to the Board for
approval; 
 
(7)      ensuring that the necessary controls are in place for risk management
to be maintained; 
 
(8)      conducting an annual performance self-evaluation of the CG
Committee; 
 
(9)      apprising the Board regularly of significant developments in the
course of performing the above duties, including reviewing with the full Board
any issues that arise; and 
 
(10)    ensuring, so far as is practicable or required having regard to the
size and complexity of the Company and its operations, compliance by the
Company and the Board with the UK Corporate Governance Code and such other
codes or guidelines to which the Company may have regard from time to time. 
 
(c)        The purposes and provisions specified in this CGC Charter are meant
to serve as guidelines, and the CG Committee is delegated the authority to
adopt such additional procedures and standards as it deems necessary from time
to time to fulfil its responsibilities.  Nothing in this CGC Charter is
intended to expand applicable standards of liability under the Corporations
Act, the CA 2006 or other applicable securities legislation for directors of a
corporation. 
 
B.4      Powers and Authority of the CG Committee 
 
(a)        The CG Committee has the ability to direct any special
investigations deemed necessary and to consult independent experts where
considered necessary to carry out its duties and has the authority to retain
persons having special competencies (including, without limitation, legal or
other consultants and experts) to assist the CG Committee in fulfilling its
responsibilities. 
 
(b)        The costs of consultations commissioned by the CG Committee will be
borne by the Company. 
 
(c)        The CG Committee has been, and shall be, granted by the Board
unrestricted access to all information and all employees have been, and shall
be, directed to cooperate as requested by members of the CG Committee. 
 
B.5      Reporting 
 
(a)        Proceedings of all meetings of the CG Committee are to be minuted
and signed by the Chairperson of the CG Committee and then circulated to the
Board as part of the reports outlined below. 
 
(b)        The CG Committee through its Chairperson, is to report to the Board
at the earliest possible Board meeting after each CG Committee meeting (each
report shall constitute a Periodic CG Report).  Each Periodic CG Report shall
include, but is not limited to: 
 
(1)      the minutes of the relevant CG Committee meeting and any formal
resolutions put at that meeting; 
 
(2)      information about any examination or assessment resolved at the
meeting to be carried out by the CG Committee; 
 
(3)      information about the results of any examination or assessment that
has been carried out by the CG Committee but not yet reported to the Board; 
 
(4)      any recommendation of change to procedures implemented by the
Company, the Board or any Committee; and 
 
(5)      any matters that in the opinion of the CG Committee should be brought
to the attention of the Board and any recommendations requiring Board approval
and/or action. 
 
(c)        In addition to the Periodic CG Reports, the Chairperson of the CG
Committee must submit an annual report to the Board (at the Board meeting at
which the year end financial statements are approved), summarising the CG
Committee's activities during the year (Annual CG Report).  The Annual CG
Report shall include, but is not limited to: 
 
(1)      a summary of the CG Committee's main authority, responsibilities and
duties; 
 
(2)      to the extent requested by the Company, biographical details of the
CG Committee's members, including expertise, appointment dates and terms of
appointment; 
 
(3)      details of meetings, including the number of meetings held during the
relevant period and the number of meetings attended by each member of the CG
Committee; 
 
(4)      if applicable, an explanation for any departures by the CG Committee
from the UK Corporate Governance Code and such other codes or guidelines to
which the Company may have regard from time to time; 
 
(5)      if applicable, details of any change to the Independent status of
each member during the relevant period; and 
 
(6)      details of any determinations made by the CG Committee in satisfying
its objectives. 
 
B.6      Application of Standing Rules 
 
The Standing Rules for Committees apply to, and are deemed to be incorporated
into this CGC Charter, save where the Standing Rules conflict with any of the
terms of this CGC Charter. 
 
Section C - Audit & Risk Management Committee Charter 
 
C.1      Committee Members 
 
The Board has established an Audit & Risk Management Committee (A&R
Committee). 
 
The A&R Committee, where practical or otherwise required, is to consist of the
following: 
 
(a)        a minimum of three members, of which: 
 
(1)      if the Company has three or more non-executive Directors, only
non-executive Directors may constitute the Committee; or 
 
(2)      if the Company does not have not three or more non-executive
Directors, the Board may, in addition to two non-executive Directors, appoint
an executive Director to the Committee; 
 
(b)        a majority of Independent Directors; and 
 
(c)        an Independent Chairperson. 
 
Each member of the A&R Committee is to be financially literate and at least
one member of the Committee is to have recent and relevant accounting or
related financial management experience. 
 
As at the date of this Audit & Risk Management Committee Charter (A&R
Charter), the members of the A&R Committee are: 
 
(a)        Brian Moller (as Chairperson); 
 
(d)        John Bovard; and 
 
(e)        Dr. Robert Weinberg. 
 
The Chief Financial Officer, Company Secretary and representatives of the
auditors are normally expected to attend meetings of the A&R Committee upon
invitation. 
 
C.2      Purpose 
 
(a)        The A&R Charter sets out the role, responsibilities, composition,
authority and membership requirements of the A&R Committee of the Company. 
 
(b)        Key features of the A&R Charter will be outlined in the Annual
Report. 
 
(c)        The A&R Charter is available to shareholders of the Company via the
website. 
 
C.3      Definition and Objectives of the Committee 
 
(a)        The A&R Committee is a Committee of the Board. 
 
(b)        The A&R Committee's primary function is to assist the Board in
discharging its responsibility to exercise due care, diligence and skill in
relation to the Company by: 
 
Audit Related 
 
(1)      monitoring the integrity of the financial statements of the Company
and any formal announcements relating to the Company's financial performance
and reviewing significant financial reporting judgements contained in them
prior to their approval by the Board; 
 
(2)      reviewing the Company's internal financial controls; 
 
(3)      monitoring and reviewing the effectiveness of the Company's internal
audit function; 
 
(4)      reviewing the scope and results of both th external and internal
audits; 
 
(5)      monitoring corporate conduct and business ethics, including auditor
independence and ongoing compliance with laws and regulations; 
 
(6)      maintaining open lines of communication between the Board, Management
and the external auditors, thus enabling information and points of view to be
freely exchanged; 
 
(7)      reviewing matters of significance affecting the financial welfare of
the Company; 
 
(8)      ensuring that systems of accounting and reporting of financial
information to shareholders, regulators and the general public are adequate; 
 
(9)      reviewing the Company's internal financial control system; 
 
(10)    considering the appointment, re-appointment,  removal, remuneration
and terms of engagement of the external auditor and making recommendations to
the Board in respect of the same; 
 
(11)    monitoring and reviewing the external auditor's independence,
objectivity and the effectiveness of the audit process, taking into
consideration relevant professional and regulatory requirements; and 
 
(12)    developing and implementing policy on the engagement of the external
auditor to supply non-audit services, taking into account relevant ethical
guidance regarding the provisions of non-audit services by the external audit
firm and reporting to the Board in respect of the same. 
 
Risk Related 
 
(13)    ensuring the development of an appropriate risk management policy
framework that will provide guidance to Management in implementing appropriate
risk management practices throughout the Company's operations, practices and
systems; 
 
(14)    defining and periodically reviewing risk management as it applies to
the Company and clearly identify all stakeholders; 
 
(15)    ensuring the A&R Committee clearly communicates the Company's risk
management philosophy, policies and strategies to Directors, Management,
employees, contractors and appropriate stakeholders; 
 
(16)    ensuring that Directors and Management establish a risk aware culture
which reflects the Company's risk policies and philosophies; 
 
(17)    reviewing methods of identifying broad areas of risk and setting
parameters or guidelines for business risk reviews; 
 
(18)    reviewing the Company's internal control and risk management systems
and making informed decisions in respect of the same; 
 
(19)    considering capital raising, treasury and market trading activities
with particular emphasis on risk treatment strategies, products and levels of
authorities; and 
 
(20)    implementing and reviewing arrangements by which Directors,
Management, employees and contractors may, in confidence, raise concerns about
possible improprieties in matters of financial reporting or other matters. 
 
C.4      Reporting 
 
(a)        Proceedings of all meetings of the A&R Committee are to be minuted
and signed by the Chairperson of the A&R Committee and then circulated to the
Board as part of the reports outlined below. 
 
(b)        The A&R Committee, through its Chairperson, is to report to the
Board at the earliest possible Board meeting after each A&R Committee meeting
(each report shall constitute a Periodic A&R Report).  Each Periodic A&R
Report shall include, but is not limited to: 
 
(1)      the minutes of the relevant A&R Committee meeting and any formal
resolutions put at that meeting; 
 
(2)      if applicable, information about the audit process including the
results of any internal and external audits; 
 
(3)      if applicable, procedures for the selection and appointment of the
external auditor and for the rotation of external audit partners; 
 
(4)      if applicable, recommendations for the appointment or removal of an
auditor; 
 
(5)      any determination by the Committee relating to the independence of
the external auditor and whether the Committee is satisfied that independence
of this function has been maintained having regard to the provision of
non-audit services; 
 
(6)      an assessment of the performance and objectivity of the internal
audit function; 
 
(7)      results of its review of risk management and internal compliance and
control systems; and 
 
(8)      any matters that in the opinion of the Committee should be brought to
the attention of the Board and any recommendations requiring Board approval
and/or action. 
 
(c)        In addition to the Periodic A&R Reports, the Chairperson of the
Committee must submit an annual report to the Board (at the Board meeting at
which the year end financial statements are approved), summarising the
Committee's activities during the year (Annual A&R Report).  The Annual A&R
Report (and where appropriate, any interim report) shall include, but is not
limited to: 
 
(1)      a summary of the A&R Committee's main authority, responsibilities and
duties; 
 
(2)      to the extent requested by the Company, biographical details of the
Committee's members, including expertise, appointment dates and terms of
appointment; 
 
(3)      member and related party dealings with the Company; 
 
(4)      details of meetings, including the number of meetings held during the
relevant period and the number of meetings attended by each member of the A&R
Committee; 
 
(5)      if applicable, an explanation for any departures by the A&R Committee
from the UK Corporate Governance Code and such other codes or guidelines to
which the Company may have regard from time to time; 
 
(6)      if applicable, details of any change to the Independent status of
each member during the relevant period; and 
 
(7)      details of any determination by the A&R Committee regarding the
external auditor's independence. 
 
C.5      Risk Management Policies 
 
The A&R Committee will ensure that the necessary controls are in place for
risk management policies to be maintained by: 
 
(a)        devising a means of analysing the effectiveness of risk management
and internal compliance and control system and of the effectiveness of their
implementation; and 
 
(b)        reviewing, at least annually, the effectiveness of the Company's
implementation of the risk management system. 
 
C.6      Attendance at Meetings 
 
(a)        Other Directors (executive and non-executive) have a right of
attendance at meetings of the A&R Committee. However, no Director is entitled
to attend that part of a meeting at which an act or omission of that Director
or a contract, arrangement or undertaking involving or potentially involving
that Director or a related party of that Director (Interested Director) is
being investigated or discussed. 
 
(b)        Notwithstanding clause C.6(a), if in the opinion of the A&R
Committee, their investigation or discussion will be assisted by hearing from
the Interested Director, the A&R Committee may invite that Interested Director
to address the A&R Committee.  The A&R Committee will give fair consideration
to that address. The Interested Director will not, however, be invited to take
part in the deliberations following that address. 
 
C.7      Access 
 
(a)        The A&R Committee shall have unlimited access to the external and
internal auditors, and to senior Management of the Company and any subsidiary.
 The A&R Committee shall also have the ability and authority to seek any
information it requires to carry out its duties from any officer or employee
of the Company and such officers or employees shall be instructed by the Board
to cooperate fully in provision of such information. 
 
(b)        The A&R Committee also has the authority to consult independent
experts where they consider it necessary to carry out their duties.  Any costs
incurred as a result of the A&R Committee consulting an independent expert
will be borne by the Company. 
 
C.8      Application of Standing Rules 
 
The Standing Rules for Committees apply to, and are deemed to be incorporated
into this A&R Charter, save where the Standing Rules conflict with any of the
terms in this A&R Charter. 
 
Section D - Remuneration Committee Charter 
 
D.1      Committee Members 
 
The Company has established a remuneration committee (Remuneration
Committee). 
 
As at the date of this Remuneration Committee Charter (the
RemunerationCharter), the members of the Remuneration Committee are: 
 
(b)        John Bovard (as Chairperson); 
 
(a)        Nicholas Mather; 
 
(b)        Dr Robert Weinberg; and 
 
(c)        Brian Moller. 
 
D.2      Purpose 
 
(a)        The Remuneration Charter sets out the role, responsibilities,
composition, authority and membership requirements of the Remuneration
Committee of the Company. 
 
(b)        Key features of the Remuneration Charter will be outlined in the
Annual Report.  The Remuneration Charter is available to shareholders via the
website. 
 
D.3      Definition and Objectives of the Remuneration Committee 
 
(a)        The Remuneration Committee is a Committee of the Board which, where
practical or otherwise required, shall be comprised of: 
 
(1)      a minimum of three members; 
 
(2)      all, if not most, Independent non-executive Directors; 
 
(3)      an Independent Chairperson; and 
 
(4)      other persons appointed by the Board from time to time. 
 
(b)        The Remuneration Committee is responsible for reviewing the
remuneration policies and practices of the Company and making recommendations
to the Board in relation to: 
 
(1)      executive remuneration and executive incentive plans, including
without limitation: 
 
(A)     the pension, superannuation rights and compensation payments and any
amendments to such policy proposed from time to time by Management; 
 
(B)     the on-going appropriateness and relevance of the executive
remuneration policy and other executive benefit programs; 
 
(C)     consideration of whether to seek shareholder approval for any aspect
of the executive remuneration or executive remuneration policy; 
 
(D)     the implementation of the executive remuneration policy; 
 
(E)     the total proposed payments from each executive incentive plan; and 
 
(F)      the preparation of a report so as to enable the Board to report
annually to shareholders on matters relating to executive remuneration as is
required by law; 
 
(2)      the remuneration packages for Management (including the Chief
Executive Officer) and the Managing Director (if any), including without
limitation: 
 
(A)     the entire specific remuneration for each individual (including fixed
pay, incentive payments, equity awards, retirement rights, service contracts)
having regard to the executive remuneration policy; and 
 
(B)     consideration of whether to seek shareholder approval for any aspect
of each specific remuneration package or the remuneration policy generally; 
 
(3)      non-executive Director remuneration, including without limitation
ensuring that the fees for non-executive Directors are within the aggregate
amount approved by shareholders or the Board (as the case may be) and do not
exceed the amount set out in the Articles (if applicable); 
 
(4)      the Company's recruitment, retention and termination policies and
procedures for senior Management; 
 
(5)      remuneration by gender; 
 
(6)      incentive plans and share allocation schemes, including without
limitation: 
 
(A)     to review and approve the design of all equity based plans; 
 
(B)     to keep all plans under review in light of legislative, regulatory and
market developments; 
 
(C)     to determine each year whether awards will be made under each equity
based plan; 
 
(D)     to ensure that the equity based executive remuneration is made in
accordance with the thresholds set in plans approved by shareholders; 
 
(E)     to review total proposed awards under each plan; 
 
(F)      in addition to considering awards to Executive Directors and direct
reports to the Managing Director and/or Chief Executive Officer, review and
approve proposed awards under each plan on an individual basis for executives
as required under the rules governing each plan or as determined by the
Remuneration Committee; and 
 
(G)     to review, approve and keep under review performance hurdles for each
equity based plan; 
 
(7)      superannuation arrangements; and 
 
(8)      remuneration of members of other Committees of the Board (if
applicable). 
 
D.4      Remuneration Policies 
 
(a)        The Committee should design the remuneration policy in such a way
that it: 
 
(1)      attracts, retains and motivates appropriately qualified and skilled
corporate officers; 
 
(2)      motivates Directors and Management to pursue the long-term growth and
success of the Company within an appropriate control framework; and 
 
(3)      demonstrates a clear relationship between key executive performance
and remuneration. 
 
(b)        In performing its role, the Remuneration Committee is required to
ensure that: 
 
(1)      the remuneration offered is in accordance with prevailing market
conditions, and that exceptional circumstances are taken into consideration; 
 
(2)      contract provisions reflect market practice; and 
 
(3)      targets and incentives are based on realistic performance criteria. 
 
(c)        The Committee will also: 
 
(1)      overview the application of sound remuneration and employment
practices across the Company; 
 
(2)      ensure the Company complies with legislative requirements related to
employment practices; and 
 
(3)      have regard to the UK Corporate Governance Code and such other codes
or guidelines to which the Company may have regard from time to time. 
 
D.5      Approval 
 
(a)        The Committee must approve the following prior to implementation: 
 
(1)      changes to the remuneration or contract terms of Executive Directors
and direct reports to the Managing Director or Chief Executive Officer; 
 
(2)      the design of new, or amendments to current, equity plans or
executive cash-based incentive plans; 
 
(3)      the total level of award proposed from equity plans or executive
cash-based incentive plans; and 
 
(4)      termination payments to Executive Directors, direct reports to the
Managing Director and/or Chief Executive Officer, including consideration of
early termination and any other termination payment made to a member of senior
Management. 
 
D.6      Reporting 
 
(a)        Proceedings of all meetings of the Remuneration Committee are to be
minuted and signed by the Chairperson of the Remuneration Committee, and then
circulated to the Board as part of the reports outlined below. 
 
(b)        The Remuneration Committee, through its Chairperson, is to report
to the Board at the earliest possible Board meeting after each Remuneration
Committee meeting (each report shall constitute a Periodic Remuneration
Report).    Each Periodic Remuneration Report shall include, but is not
limited to: 
 
(1)      the minutes of the relevant Remuneration Committee meeting and any
formal resolutions put at that meeting; 
 
(2)      information about any review process undertaken, or resolved at the
relevant meeting to be undertaken, by the Remuneration Committee; and 
 
(3)      any matter that in the opinion of the Remuneration Committee should
be brought to the attention of the Board and any recommendation requiring
Board approval and/or action. 
 
(c)        In addition to the Periodic Remuneration Report, the Chairperson of
the Remuneration Committee must submit an annual report to the Board (at the
Board meeting at which the year end financial statements are approved)
summarising the Remuneration Committee's activities during the year (Annual
Remuneration Report).  The report (and where appropriate, any interim report)
must include: 
 
(1)      a summary of the Remuneration Committee's main authority,
responsibilities and duties; 
 
(2)      to the extent requested by the Company, biographical details of the
Remuneration Committee's members, including expertise, appointment dates and
terms of appointment; 
 
(3)      details of meetings, including the number of meetings held during the
relevant period and the number of meetings attended by each member of the
Remuneration Committee; 
 
(4)      if applicable, an explanation for any departure by the Remuneration
Committee from the UK Corporate Governance Code and such other codes or
guidelines to which the Company may have regard from time to time; 
 
(5)      if applicable, details of any change to the Independent status of
each member during the relevant period; 
 
(6)      an assessment of: 
 
(A)     executive remuneration and incentive plans; 
 
(B)     remuneration packages for senior Management, Directors and the
Managing Director and/or Chief Executive Officer (if any); 
 
(C)     remuneration by gender (either independently, or in conjunction with
the Nominations Committee); 
 
(D)     the Company's recruitment and retention and termination policies and
procedures for senior Management; 
 
(E)     incentive plans and share allocation schemes; 
 
(F)      superannuation arrangements; 
 
(G)     remuneration of members of other Committees of the Board (if
applicable); 
 
(7)      recommendations for setting remuneration levels for senior
Management, Directors, the Managing Director and Chief Executive Officer (if
any); and 
 
(8)      at least annually, a review of the formal written Remuneration
Charter and its continuing adequacy, and an evaluation of the extent to which
the Remuneration Committee has met the requirements of the Remuneration
Charter. 
 
D.7      Meetings 
 
(a)        Despite the Standing Rules, there is no requirement that the
Remuneration Committee meet a set number of times or intervals during a year. 
Rather, the Remuneration Committee will meet at such intervals as required to
fulfil its obligations. 
 
(b)        In addition, the Chairperson is required to call a meeting of the
Remuneration Committee if requested to do so by any Remuneration Committee
member, the internal or external auditors, the Chairperson of the Board or any
other Board member. 
 
(c)        The Remuneration Committee shall have access to employees of the
Company and appropriate external advisers. The Remuneration Committee may meet
with these external advisers without Management being present. 
 
(d)        The Remuneration Committee may also seek input from individuals on
remuneration policies but no individual should be directly involved in
deciding his/her remuneration. 
 
D.8      Attendance at Meetings 
 
Other Directors (executive and non-executive) have a right of attendance at
meetings of the Remuneration Committee. 
 
However, no Director is entitled to attend that part of a meeting at which the
remuneration of that Director or a related party of that Director is being
discussed. 
 
D.9      Application of Standing Rules 
 
The Standing Rules for Committees apply to, and are deemed to be incorporated
into this Remuneration Charter, save where the Standing Rules conflict with
any of the terms in this Remuneration Charter. 
 
Section E - Nominations Committee Charter 
 
E.1      Committee Members 
 
As noted above, the Company has not formally established a nominations
committee (Nominations Committee) as the Directors consider that the Company
is not of a size nor are its affairs of such complexity as to justify the
formation of a Nominations Committee.  Rather, the Board as a whole is able to
address these issues and is guided by the Nomination Committee Charter
(Nominations Charter) set out below.  The Company will review this position
annually and determine whether a Nominations Committee needs to be
established. 
 
E.2      Purpose 
 
(a)        The Nominations Charter sets out the role, responsibilities,
powers, authority and membership requirements of the Nominations Committee of
the Company. 
 
(b)        Key features of the Nominations Charter will be outlined in the
Annual Report.  The Charter is available to shareholders of the Company via
the website. 
 
E.3      Definition and Objectives of the Committee 
 
(a)        The Nominations Committee  is a Committee of the Board which shall,
where practical or otherwise required, be comprised of: 
 
(1)      a minimum of three members; 
 
(2)      all, if not most, Independent non-executive Directors; 
 
(3)      an Independent Chairperson; and 
 
(4)      other persons appointed by the Board from time to time. 
 
(b)        The Nominations Committee is responsible for assisting the Board in
relation to the appointment of members to the Board and of Management
(including, without limitation, the Chief Executive Officer, Chief Financial
Officer and Chief Operating Officer (to the extent that the Company has or
requires such positions)), and for the review of the performance of such
persons. 
 
(c)        The Committee shall discharge its responsibility by: 
 
(1)      developing criteria for seeking and reviewing candidates for a
position on the Board, including by implementing processes to assess the
necessary and desirable skill sets of the Board members including experience,
expertise, skills and performance of the Board and the Committees; 
 
(2)      identifying suitable candidates for appointment to the Board or
senior Management positions from diverse backgrounds; 
 
(3)      reviewing appropriate applications for positions of the Board and
recommending individuals for consideration by the Board; 
 
(4)      recommending procedures, including but not limited to strategies to
address board Diversity and increasing the proportion of women in the Company,
for adoption by the Board for the proper oversight of the Board and senior
Management; 
 
(5)      ensuring that such procedures, once adopted, are implemented such
that the performance of each member of the Board and of senior Management is
reviewed and assessed each year in accordance with the procedures; and 
 
(6)      annually reviewing the composition of each Committee and presenting
recommendations for Committee memberships to the Board. 
 
(d)        Membership of the Nominations Committee will be disclosed in the
Annual Report. 
 
E.4      Reporting 
 
(a)        Proceedings of all meetings of the Nominations Committee are to be
minuted and signed by the Chairperson of the Nominations Committee, and then
circulated to the Board as part of the reports outlined below. 
 
(b)        The Nominations Committee, through its Chairperson, is to report to
the Board at the earliest possible Board Meeting after each Nominations
Committee meeting (each report shall constitute a Periodic Nominations
Report). Each Periodic Nominations Report shall include, but is not limited
to: 
 
(1)      the minutes of the relevant Nominations Committee meeting and any
formal resolutions put at that meeting; 
 
(2)      procedures for, and factors taken into account in, the selection and
appointment of proposed Board and senior Management representatives and for
the monitoring of the performance of Board and senior Management, including
whether the Company has developed any board skills matrix to identify any
'gap' in the skills and experience of the Board and whether any professional
intermediaries were used to identify and/or assess candidates; 
 
(3)      the steps taken to ensure that a diverse range of candidates is
considered; 
 
(4)      any determinations by the Nominations Committee relating to the
Independence of a proposed Board member; 
 
(5)      where applicable: 
 
(A)     recommendations for the appointment or removal of a Board member or
member of senior Management; 
 
(B)     recommendations for the re-election of a Board member; and 
 
(C)     assessments of the performance of any Board member or member of senior
Management; and 
 
(6)      any matters that in the opinion of the Committee should be brought to
the attention of the Board and any recommendations requiring Board approval
and/or action. 
 
(c)        In addition to the Periodic Nominations Report, the Chairperson of
the Nominations Committee must submit an annual report to the Board (at the
Board meeting at which the year end financial statements are approved)
summarising the Nominations Committee's activities during the year (Annual
Nominations Report).  The Annual Nominations Report (and where appropriate,
any interim report) must include: 
 
(1)      a summary of the Nominations Committee's main authority,
responsibilities and duties; 
 
(2)      details of the mix of skills and Diversity for which the Board is
looking to achieve in membership of the Board; 
 
(3)      to the extent requested by the Company, biographical details of the
Nominations Committee's members, including expertise, appointment dates and
terms of appointment; 
 
(4)      details of meetings, including the number of meetings held during the
relevant period and the number of meetings attended by each member; 
 
(5)      if applicable, an explanation for any departures by the Nominations
Committee from the UK Corporate Governance Code and such other codes or
guidelines to which the Company may have regard from time to time; 
 
(6)      details of the policies introduced (whether independently, or in
conjunction with the Remuneration Committee) to address board and employee
Diversity, including but not limited to strategies to increase the proportion
of women at all levels of the Company; 
 
(7)      the measurable objectives that are, or will be, set by the board to
achieve gender diversity in accordance with the Diversity Policy and progress
towards achieving them; 
 
(8)      details of the proportion of women employees in the whole
organisation, women in senior executive positions and women on the Board; 
 
(9)      if applicable, details of any change to the Independent status of
each member during the relevant period; and 
 
(10)    details of any determination or recommendations made by the
Nominations Committee in performing its functions under Section E.3. 
 
E.5      Attendance at Meetings 
 
(a)        Other Directors (executive and non-executive) have a right of
attendance at meetings of the Nominations Committee. However, no Director is
entitled to attend that part of a meeting at which an act or omission of that
Director or a contract, arrangement or undertaking involving or potentially
involving that Director or a related party of that Director (Interested
Director) is being investigated or discussed. 
 
(b)        Notwithstanding Section E.5(a) above, if in the opinion of the
Committee, their investigation or discussion will be assisted by hearing from
the Interested Director, the Nominations Committee may invite that Director to
address the Nominations Committee.  The Nominations Committee will give fair
consideration to that address. The Interested Director will not, however, be
invited to take part in the deliberations following that address. 
 
E.6      Access 
 
(a)        The Nominations Committee shall have unlimited access to the
external and internal auditors, and to senior Management of the Company and
any subsidiary.  The Committee shall also have the ability and authority to
seek any information it requires to carry out its duties from any officer or
employee of the Company and such officers or employees shall be instructed by
the Board to co-operate fully in provision of such information. 
 
(b)        The Committee also has the authority to consult independent experts
where they consider it necessary to carry out their duties.  Any costs
incurred as a result of the Nominations Committee consulting an independent
expert will be borne by the Company. 
 
E.7      Application of Standing Rules 
 
The Standing Rules for Committees apply to, and are deemed to be incorporated
into this Nominations Charter, save where the Standing Rules conflict with any
of the terms in this Nominations Charter. 
 
Section F - Standing Rules of Committees 
 
F.1       Application 
 
These Standing Rules apply to, and are deemed to be incorporated into the
Charter of each Committee, except where the terms of these Standing Rules
conflict with those of the relevant Charter (in which case, the relevant
provision of the relevant Charter will apply). 
 
F.2       Composition 
 
(a)        The composition of each Committee will be determined in accordance
with the following principles: 
 
(1)      each Committee will aim to have membership which comprises only
non-executive Directors, save where the Board considers that to do so for a
particular Committee or Committees would be impractical, unnecessary or
undesirable; 
 
(2)      each Committee will aim to have a majority of Independent Directors
(where appropriate, given the size and complexity of the Company); 
 
(3)      where practicable or otherwise required, the Chairperson of the
Committee shall be Independent; and 
 
(4)      each Committee shall comprise of a minimum of three members. 
 
(b)        Membership of each Committee will be disclosed in the Annual Report
of the Company. 
 
(c)        Committee members are appointed by the Board. 
 
(d)        The term of appointment as a member is for a period of no more than
one year, with Committee members generally being eligible for re-appointments
for so long as they remain Directors of the Board.  The effect of ceasing to
be a Director of the Board is the automatic termination of appointment as a
member of each relevant Committee. 
 
(e)        Membership of each Committee should be confirmed annually by the
Board. 
 
(f)         Each Director may attend meetings, but will have no voting rights
unless he/she is a member of the relevant Committee. 
 
F.3       Chairperson 
 
(a)        The Chairperson of each Committee is selected by the Board. 
 
(b)        Should the Chairperson be absent from a meeting and no acting
Chairperson been appointed by the Board, the members of the relevant Committee
present at the meeting have authority to choose one of their number to be
Chairperson for that particular meeting. 
 
F.4       Meetings 
 
(a)        Each Committee will meet at such intervals as required to fulfil
its obligations but must be at least three (3) times annually. 
 
(b)        In addition, the Chairperson is required to call a meeting of each
Committee if requested to do so by any Committee member, the external
auditors, the internal auditors, the Chairperson of the Board or any other
Board member. 
 
(c)        The Chairperson will appoint an executive to act as Secretary to
each relevant Committee who shall be responsible: 
 
(1)      in conjunction with the Chairperson, for drawing up the agenda,
supported by explanatory documentation, and circulating it to the relevant
Committee members prior to each meeting; and 
 
(2)      for keeping the minutes of meeting of each Committee and circulating
them to Committee members and to the other members of the Board. 
 
(d)        A quorum shall consist of two members. 
 
(e)        The Chairperson shall report to the Board following each meeting. 
 
F.5       Fees 
 
Committee members are entitled to receive remuneration as may be determined
from time to time by the Remuneration Committee. 
 
F.6       Review of Charter 
 
(a)        Each Charter is to be reviewed annually by each relevant Committee
to ensure it remains consistent with the Committee's authority, objectives and
responsibilities. 
 
(b)        Significant changes to the Charter must be recommended by the
relevant Committee and approved by the Board. 
 
F.7       Duties and Responsibilities 
 
(a)        The duties and responsibilities of a member of each Committee are
in addition to those duties set out for a Director of the Board. 
 
(b)        The duties and responsibilities of a member of each Committee are
set out in each Charter. 
 
Section G - Corporate Ethics Policy 
 
G.1      Introduction 
 
Directors of the Company are subject to certain legal requirements regulating
their conduct both in terms of their internal conduct as Directors and in
their external dealings with third parties both on their own behalf and on
behalf of the Company. 
 
To assist directors in discharging their duty to the Company and in compliance
with relevant laws to which they are subject, the Company has adopted the
following Corporate Ethics Policy (Policy). 
 
G.2      Directors' Duties 
 
Each Director of the Company is required to comply strictly with their legal,
statutory and equitable duties as an officer of the Company.  These duties
include, amongst other matters, the following: 
 
(a)        Duty to act within powers 
 
Each Director must act in accordance with the Company's Articles, and only
exercise powers for their proper purpose. 
 
(b)        Duty to promote the success of the Company 
 
Each Director must act in the way that they consider, in good faith, would be
most likely to promote the success of the Company for the benefit of its
members as a whole. 
 
When considering what is most likely to promote the success of the Company,
Directors must have regard to: 
 
(1)      the likely consequences of any decision in the long term; 
 
(2)      the interests of the Company's employees; 
 
(3)      the need to foster the Company's business relationships with
suppliers, customers and others; 
 
(4)      the impact of the Company's operations on the community and the
environment; 
 
(5)      the desirability of the Company maintaining a reputation for high
standards of business conduct; and 
 
(6)      the need to act fairly as between the members of the Company. 
 
(c)        Duty to exercise independent judgement 
 
Each Director must exercise their independent judgement and make their own
decisions. 
 
(d)        Duty to exercise reasonable care, skill and diligence 
 
Each Director must exercise the care, skill and diligence which would be
exercised by a reasonably diligent person with both: 
 
(1)      the general knowledge, skill and experience that may reasonably be
expected of a person carrying out the functions carried out by each Director
in relation to the Company (the "objective" test); and 
 
(2)      the general knowledge, skill and experience that each Director
actually has (the "subjective" test). 
 
Accordingly, a Director must display the knowledge, skill and experience set
out in the objective test, but where a Director has specialist knowledge, the
higher subjective standard must be met. In applying the test, regard must be
had to the functions of the particular Director, including their specific
responsibilities and the circumstances of the Company. 
 
(e)        Duty to avoid conflicts of interest 
 
Each Director must avoid situations in which a direct or indirect interest of
that Director conflicts with, or may conflict with, the Company's interests.
This applies in particular to the exploitation of property, information or
opportunity (whether or not the Company could take advantage of the property,
information or opportunity).  Directors should be aware that a conflict of
interest may arise in circumstances where a Director has no obvious personal
or financial interest at stake. 
 
A non-exhaustive list of situations in which a conflict of interest may
potentially arise is set out below: 
 
(1)      where a Director holds multiple directorships (for example, a
Director who is a member of the board of several companies may find themselves
in a position of conflict if the interests of two or more of those companies
conflict, such that they cannot properly fulfil the duties owed to either of
them. This may be because the Director holds information about one company, in
respect of which they owe a duty of confidentiality to that company, but which
it would be in the best interests of another company of which they are also a
director to disclose); 
 
(2)      where a Director is a major shareholder of the Company; 
 
(3)      where a Director represents a major shareholder of the Company 
 
(4)      where a Director has a personal interest in a matter directly or
indirectly related to the Company; 
 
(5)      where a Director also holds a professional advisory position in
respect of the Company; and 
 
(6)      where a Director has a conflict of interest through a Connected
Person. 
 
Directors should avoid conflicts of interest where possible.  It is important
that any actual, perceived or potential conflict of interest is promptly
identified and disclosed so that the Board may acknowledge the conflict and
deal with it in the most appropriate manner. 
 
Where a conflict of interest arises, a Director should have regard to the
Articles, in particular, the procedure for reporting and the management of
conflicts outlined in Article 24. 
 
(f)         Duty to not accept benefits from third parties 
 
Directors must not accept any benefit (including a bribe) from a third party
which is conferred because of their being a Director or their doing or not
doing anything as a Director. This duty is not infringed if the acceptance of
the benefit cannot reasonably be regarded as likely to give rise to a conflict
of interest. 
 
(g)        Duty to declare interests in proposed transactions or arrangements 
 
Directors must declare to the other directors the nature and extent of any
interest, direct or indirect in a proposed transaction or arrangement with the
Company. The Director need not be a party to the transaction for the duty to
apply. An interest of another person in a contract with the Company may
require the Director to make a disclosure under this duty, if the other
person's interest amounts to a direct or indirect interest on the part of the
Director. 
 
G.3      Dealing in Company securities 
 
(a)        The Company has established a securities trading policy that covers
such matters as insider trading/dealing, market abuse and dealing generally in
the Company's securities (the Company Dealing Code).  The relevant laws
relating to insider trading/dealing, market abuse and dealing generally in the
Company's securities can give rise to both criminal and civil liability.  For
example, the relevant insider trading/dealing laws can give rise to liability
for not only the person that acts on the inside information but also the
person who provides the inside information. 
 
(b)        Having 

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