BOARD OF DIRECTORS

The Chairman of the Board of the Company is Richard Clothier. Elliot Entis is the Chief Executive Officer and is responsible for running the organization on a day-to-day basis. In total, the Board consists of one Executive Director and five Nonexecutive Directors.

The overall responsibility of the Board of Directors is to ensure that the affairs of the Company are managed in the best long term interests of shareholders, having regard to the interests of the employees and the community. In fulfilling their responsibilities, Directors are required to keep themselves informed about the Company’s activities and the business, political, social and market environments in which the Company operates.

The Board of Directors has adopted Terms of Reference to define its objectives and those of each committee. Key areas of responsibility include:

a. Review and approve the Company’s overall business strategy.

b. Foster management development and succession to ensure that the Company is well managed at all levels.

c. Monitor and approve the allocation of financial resources to enhance short-term profitability and long-term development activities.

d. Establish standards for business ethics, employee relations, community involvement and environmental considerations.

e. Maintain effective communication with shareholders and ensure that the Board has an understanding of the views of major shareholders.

f. Review and evaluate the performance of the members of the Board and executive management against their respective terms of reference.