The Board of Directors (the Board) recognises the need for good corporate governance in ensuring effective and efficient operations and financial performance of the Group. In this regard, the Board is committed to apply the main principles of the Combined Code as far as is practicably possible and appropriate for a company of its size and nature. These are discussed below.

The Board
The Board comprises a Non-Executive Chairman, the Chief Executive Officer, the Group Commercial Director, the Group Finance Director, and a Non-Executive Director. This composition reflects a balance of Executive and Non- Executive Directors with a mix of suitably qualified and experienced professionals, and is of the appropriate size and balance at present to effectively lead and control the Company. The Board’s role is to set the Group’s strategy, and create and deliver sustainable shareholder value through the management of the Group.

The Board conducts Board meetings at least four times per year, either in person or via other electronic modes of communication to deal with matters specifically reserved for its decision. The list of matters reserved to the Board is set out in the Corporate Governance Handbook of the Company. These matters, among others, include approval of the annual budget, matters of strategic nature, recommendation or approval of dividends, entry into material contracts, acquisitions, appointments to the Board, and review of Group’s corporate governance to ensure the interests of shareholders.

The Board delegates to the management, decision-making responsibility for matters other than those reserved to the Board. An important task of management is to ensure that the Board receives timely and appropriate information to enable the Board to perform its duties, including a detailed report of operational and financial issues at each Board meeting.

Audit Committee
The members of the Audit Committee are Marcus Stanton (Chairman), and John Hogan who are both Non-Executive Directors. The Audit Committee is responsible for, among other matters listed in the Corporate Governance Handbook of the Company, reviewing the internal controls and risk management systems of the Company, and due consideration of matters raised by external auditors in their audit of the accounts and internal control systems of the Group. The Audit Committee meets at least twice a year, either in person or via other electronic modes of communication.

Remuneration Committee
The members of the Remuneration Committee are John Hogan (Chairman), and Marcus Stanton who are both Non-Executive Directors. The Remuneration Committee is responsible for, among other matters listed in the Corporate Governance Handbook of the Company, reviewing the performance of the Executive Directors and other senior executives, and determining the appropriate levels of remuneration. The Remuneration Committee meets at least once a year, either in person or via other electronic modes of communication.

Internal Control
The Board acknowledges that it is responsible to establish and maintain the Group’s system of internal control and review its effectiveness. The system of internal control is designed to manage, rather than eliminate the risk of failure to achieve the Group’s objectives, hence providing only reasonable and not absolute assurance that material irregularities, misstatement or losses are detected. In this regard, the Company has set up a dedicated department to review the adequacy and effectiveness of internal controls in the respective offices within the Group.