Common Committee rules

1. Common Committee rules (length of term, organisation)

1.1 To enhance the overall effectiveness of the Board of Directors by ensuring focus, oversight and monitoring of sensitive areas, the Board has created two specialist committees: the Audit Committee and the Remuneration and Nomination Committee. The Board Committees assist and advise the Board on these substantive issues.

After each meeting, the Committees submit a report to the Board of Directors with the conclusions of their work and their recommendations.

Within their respective areas of responsibility, the Committees make recommendations to the Board of Directors. Except where otherwise stated in this Charter, only the Board of Directors has the power of decision.

1.2 From among its non-executive Directors, the Board of Directors appoints the members and the Chairman of each Committee. Each Committee is composed of at least three members. All members of the Board Committees are independent from management.

The duration of the term of Committee members is the same as the term of directors - that is, 3 years - and terms are also renewable.

The duties and responsibilities of each Committee are determined by the Board of Directors and delineated in their terms of reference set out below (2.2. Audit, 3.2. Remuneration and Nomination).