Terms of reference for the chairman

The duties and responsibilities of the Chairman ("Chairman") of the Board of Directors ("Board") shall be to:

• Preside at all meetings of the shareholders and of the Board;
• Lead and manage the business of the Board; in doing so, seek to provide appropriate direction and focus to the Board, an appropriate structure for the effective operation of the Board and its Committees and a governance culture which upholds the highest standards of integrity and probity.
• Approve the agenda for each Board meeting (taking into account the suggestions of other directors for the inclusion of items on such agenda); and ensure that sufficient time is allowed for discussion of relevant issues;
• Work with the Chief Executive Officer ("CEO") or other members of management under his direction to help provide that the members of the Board receive accurate, timely and clear information regarding matters within their responsibility, in particular about the company's performance, so as to enable the Board to take sound decisions, monitor effectively and provide advice to promote the success of the Company;
• Provide that the decisions taken by the Board are effectively implemented by management under the direction of the CEO. The Chairman should lead the Board in monitoring the performance of the CEO and should review this annually.
• Take the lead in addressing the development needs of the Board as a whole with a view to enhancing its overall effectiveness as a team, and in identifying and meeting the development needs of individual directors;
• Provide that the performance of individual Board members, and of the Board and its committees as a whole, is evaluated at least once a year in accordance with their respective terms of reference, and to encourage such bodies to act on the results of such evaluations;
• Facilitate the effective contribution of non-executive directors and encourage active engagement by all the members of the Board;
• Provide support, advice and a sounding board for the CEO while respecting executive responsibility;
• Provide that succession issues are reviewed by the Board through its Nomination and Corporate Governance Committee (or other relevant committees as appropriate);
• Work with the CEO to provide that the company maintains effective communication with shareholders and the investor community and that the Board develops an understanding of the views of shareholders; and
• Perform such other duties and exercise such other powers as from time to time may be assigned to him by the Board.