X

The Ethics, HR, Remuneration and Nominations Committee is responsible for:

(a) proposing a remuneration approach and related policies; (b) preparing remuneration reports and disclosures on compensation practices, on an annual basis but at least prior to the convening of the annual general meeting for the immediate preceding year; (c) reviewing and making recommendations to the Board of directors regarding the specific remuneration, retirement, succession planning of the Board members, the CEO, senior management and key officers; (d) reviewing and approving training need assistance at all levels of the organization; (e) establishing code of business and corporate ethics that are circulated to all the staff members; (f) implementing the Board’s policy on Board’s renewal so that the Board individually and collectively continues to maintain target skill levels and independence; (g) making recommendations to the Board with regard to the nomination for appointment or reappointment of members of the Board consistent with appropriate criteria established in their profile and any succession plans; (h) ensuring proper orientation of Board members in respect of their responsibilities; and (i) establishing a mechanism for the formal assessment of the effectiveness of the Board as a whole as well as the contribution of individual Board members along with ongoing training to fulfill their role requirements.

X

The Audit Committee is responsible for:

(a) recommending the appointment of external auditors by the Company’s shareholders and shall consider any question of resignation or removal of external auditors, audit fees and provision by external auditors of any service to the Company in addition to audit of its financial statements; (b) determining appropriate measures to safeguard the Company’s assets; (c) reviewing preliminary announcements of results prior to publication; (d) reviewing quarterly, half-yearly and annual financial statements of the Company, prior to their approval by the Board of Directors, focusing on: (i) major judgmental areas; (ii) significant adjustments resulting from the audit; (iii) the going-concern assumption; (iv) any changes in accounting policies and practices; (v) compliance with applicable accounting standards; and (vi) compliance with statutory and regulatory requirements; (e) facilitating the external audit and discussion with external auditors of major observations arising from interim and final audits and any matter that the auditors may wish to highlight (in the absence of management, where necessary); (f) reviewing management letter issued by external auditors and management’s response thereto; (g) ensuring coordination between the internal and external auditors of the Company; (h) reviewing the scope and extent of internal audit and ensuring that the internal audit function has adequate resources and is appropriately placed within the Company; (i) consideration of major findings of internal investigations and management’s response thereto; (j) ascertaining the internal control system including financial and operational controls, accounting system and reporting structure are adequate and effective; (k) reviewing the Company’s statement on internal control systems prior to endorsement by the Board of Directors; (l) instituting special projects, value for money studies or other investigations on any matter specified by the Board of Directors, in consultation with the Chief Executive and to consider remittance of any matter to the external auditors or to any other external body; (m) determination of compliance with relevant statutory requirements; (n) monitoring compliance with the best practices of corporate governance and identification of significant violations thereof; and (o) consideration of any other issue or matter as may be assigned by the Board of Directors.

X

The Investment Committee is responsible for:

(a) setting investment policies (subject to approval of the Board) and guidelines, including policies and guidelines regarding asset classes, asset allocation ranges, and prohibited investments in compliance with regulatory requirements; (b) overseeing investment and reinvestment of the funds and maintenance of adequate solvency as laid down under Insurance Ordinance 2000 and rules framed thereunder; (c) monitoring the management of the funds by reviewing written reports from investment staff and by discussions with investment staff at Committee meetings that focus on the primary determinants of returns, including asset allocation and investment strategy; (d) evaluating investment performance based on a comparison of actual returns and benchmarks as the Board or Committee may from time to time select. The evaluation will take into account compliance with investment policies and guidelines and risk levels; (e) conducting a quarterly performance evaluation of the Committee and report its findings to the Chairman of the Board.