ROLE OF A CHAIRMAN

The special responsibilities of the Chairman include:

• Taking the chair at Board meetings;
• Ensuring the proper working of the Board;
• Sometimes acting as the leading representative of the Company in its dealings with the outside world, including the financial markets, regulators, the press, governments, interest groups and the community;
• Maintaining proper shareholder relations, both formally through the Annual General Meeting and reporting procedures, and informally with all major shareholders;
• Initiating policy decisions with the Chief Executive and the Board;
• Ensuring the existence of an effective strategic planning system and the appropriate consideration of future development possibilities;
• Ensuring that the Board plays an active role in strategic review and that development proposals and planning issues are referred to the Board for discussion and approval;
• Establishing basic priorities, ethical values, policies and attitudes for the Company;
• Ensuring that probity is maintained in accounting, reporting and all other respects;
• Monitoring the Chief Executive’s performance against established criteria/measures of financial and operating performance, in conjunction with the Board;
• Deciding, together with the Chief Executive, what matters should be the concern of the Board, and which are purely management matters, to be left to the executive management;
• Acting as counselor, adviser and listener to the Chief Executive and, where necessary, other members of the Board;
• Ensuring a sound management structure through the appointment of the best management the Company can afford.