1.

The Committee shall be appointed by the Board from amongst the Non-Executive and Independent Directors of the Board, a majority of whom should be independent and shall consist of not less than three members. A quorum shall be two members.

2.

The Chairman of the Committee (the “Chairman”) shall be appointed directly by the Board.

3.

Members of the Committee shall normally attend meeting. Other Board members shall also have the right of attendance.

4.

Any member of the Committee appointed by the Chairman shall be the secretary of the Committee.

5.

Compensation Committee meetings should follow an agenda to impose form and discipline and to help the Compensation Committee Chairman to control the meetings.

6.

Meeting shall be held at least once a year.

7.

The Committee is authorized by the Board to investigate any activity within the terms of reference set out herein. It is authorized to seek any information it requires from any employee and all employees are directed to co-operate with any request by the Committee.

8.

The Committee is authorized by the Board to obtain outside legal or other independent professional advice and to secure the attendance of outsiders with relevant experience if it considers this necessary.

9.1

to make recommendations to the board on the policy and structure for all remuneration of directors and senior management and on the establishment of a formal and transparent procedure for developing policy on such remuneration;

9.2

to have the delegated responsibility to determine the specific remuneration packages of all executive directors and senior management, including benefits in kind, pension rights and compensation payments, including any compensation payable for loss or termination of their office or appointment, and make recommendations to the board of the remuneration of non-executive directors. The remuneration committee should consider factors such as salaries paid by comparable companies, time commitment and responsibilities of the directors, employment conditions elsewhere in the group and desirability of performance-based remuneration;

9.3

to review and approve performance-based remuneration by reference to corporate goals and objectives resolved by the board from time to time;

9.4

to review and approve the compensation payable to executive directors and senior management in connection with any loss or termination of their office or appointment to ensure that such compensation is determined in accordance with relevant contractual terms and that such compensation is otherwise fair and not excessive;

9.5

to review and approve compensation arrangements relating to dismissal or removal of directors for misconduct to ensure that such arrangements and determined in accordance with relevant contractual terms and that any compensation payment is otherwise reasonable and appropriate;

9.6

to ensure that no director or any of his associates is involved in deciding his own remuneration; and

9.7

to consider other topics, as defined by the Board.

10.

The secretary of each Committee meeting shall circulate the minutes of meetings of the Committee to all members of the Board. The Compensation Committee Chairman prior to their circulation should formally approve minutes.