Terms of Reference for the Nomination Committee

The Committee has been established by resolution of the Board of Directors of the Company. Amongst other things its main duties are to: Duties

(a) to be responsible for identifying and nominating, for the approval of the Board, candidates to fill Board vacancies as well as putting in place plans for succession, in particular with respect to the Chairman of the Board and the Chief Executive Officer;

(b) to review regularly the Board structure, size, composition and make recommendations to the Board of adjustments that are deemed necessary;

(c) to consider succession planning, taking into account the challenges and opportunities facing the Company and the skills and expertise therefore needed on the Board, reporting to the Board regularly;

(d) to keep under review the leadership needs of the organisation, both executive and non executive, with a view to ensuring the continued ability of the Company to compete effectively in the market place;

(e) to review annually the time required from non-executive directors. Performance evaluation should be used to assess whether the non-executive directors are spending enough time to fulfil their duties;