The Company believes in having high standards of corporate governance, and is committed to making sure that effective self-regulatory controls exist to protect the interests of its shareholders. These self-regulatory controls are set out in the Company’s Corporate Governance Manual, and include, inter alia, a Board of Directors comprising high calibre members, Board Committees, an internal audit function, a development and asset performance function, and best corporate practices in areas such as securities transactions.

The Board of Directors is responsible for the corporate governance of the Company. Currently, it consists of ten members, of whom eight are non-executives. Brief details of their wide-ranging responsibilities and qualifications are set out on pages 16 and 17.

The Board meets regularly on a quarterly basis to review and approve appropriate strategic, operational and financial matters, supervise executive management and ensure that the Company’s strategies lead to enhanced shareholder wealth. Each Board member has equal responsibility to oversee the business and affairs of the Company. The Managing Director is responsible for the day-to-day operation and administration of the Company.

Three Board Committees continue to undertake specific roles. These are the Audit Committee, the Share Option Scheme Committee and the Board Committee (Delegated Powers), the last mentioned of which is delegated the responsibility of approving routine matters such as the affixation of the Company’s seal and approval of loan documentation. All other key matters, eg appointment of additional Directors, significant capital expenditures, etc are dealt with by the Board of Directors.

The Audit Committee meets four or five times a year, and discharges the following delegated functions:

• Reviews with external auditors their audit plan and scope of audit examination;

• Reviews with external and internal auditors their evaluation of the Group’s internal controls, together with management’s response;

• Reviews the assistance given to the external and internal auditors by the Company’s officers;

• Reviews the Company’s interim and annual announcements before they are submitted to the Board for approval;

• Reviews the accounts of the Company and the Group before submission to the Board for approval, together with the report of the external auditors thereon;

• Recommends the appointment of external auditors;

• Reviews interested person transactions.

The Company’s internal audit team performs two types of audits - the traditional financial audits and the audits of other management processes. In the first type of audit, tests are conducted to verify the Group’s assets and liabilities, and also to check for compliance with the Company’s system of internal financial control. This control system comprises all the procedures which combine to give the Board of Directors reasonable assurance of:

- the maintenance of proper accounting records, and the reliability of financial information used within or published by the Group; and

- the safeguarding of the Group’s assets against unauthorised use or loss.

For management audits, areas such as productivity, information security and business strategy are covered.

Staffed by suitably qualified executives, the internal audit team has a direct access line to the Audit Committee.