1.1. The Committee shall comprise of at least three members, each of whom shall be appointed by the Board.

1.2. All members of the Committee shall be non-executive directors who are independent of management and free from any business or other relationship which could interfere with the exercise of their independent judgement.

1.3. The Board shall appoint the Chairman of the Committee and determine the period for which he shall hold office.

1.4 The Chairman of the Company shall not be eligible to be appointed as a member of the Committee.

1.5 No one, other than the Chairman of the Committee and its members, shall be entitled to be present at any meeting of the Committee.

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