Corporate Governance

The Board of Directors and its role

The Group is managed by the Board of Directors. The primary role of the Board is to provide leadership and strategic direction while maintaining effective control over the activities of the Group.

The Board has approved a Corporate Governance Framework setting out its role and responsibilities. This is reviewed annually as part of the Board’s evaluation of its performance and governance arrangements. The Framework includes a formal schedule of matters reserved to the Board for its consideration and decision, which includes:

• the approval of the Group’s objectives and strategy;

• approval of the annual budget including capital expenditure and the review of the Group’s systems of internal control;

• maintenance of the appropriate level of capital, the allocation thereof and decisions as to the recommendation or payment of dividends;

• approval of Financial Statements; and

• the appointment of Directors and the Company Secretary.

This schedule ensures that the skills, expertise and experience of the Directors are harnessed to best effect and ensures that any major opportunities or challenges for the Group come before the Board for consideration and decision. Other specific responsibilities of the Board are delegated to Board appointed Committees.