2. THE BOARD OF DIRECTORS 2(a) Roles and Responsibilities of the Board The Board is accountable to the shareholders and investors for the overall performance of the Company and takes  responsibility for monitoring the Company’s business and affairs and setting its strategic direction, establishing  and overseeing the Company’s financial position.  The Board is responsible for: •  Appointing, evaluating, rewarding and if necessary the removal of the Managing Director (“MD”) and senior  management;  •  Development of corporate objectives and strategy with management and approving plans, new investments,  major capital and operating expenditures and major funding activities proposed by management;  •  Monitoring actual performance against defined performance expectations and reviewing operating  information to understand at all times the state of the health of the Company;  •  Overseeing the management of business risks, safety and occupational health, environmental issues and  community development;  •  Satisfying itself that the financial statements of the Company fairly and accurately set out the financial  position and financial performance of the Company for the period under review;  •  Satisfying itself that there are appropriate reporting systems and controls in place to assure the board that  proper operational, financial, compliance, risk management and internal control process are in place and  functioning appropriately;  •  Approving and monitoring financial and other reporting;  •  Assuring itself that appropriate audit arrangements are in place;  •  Ensuring that the Company acts legally and responsibly on all matters and assuring itself that the Company has  adopted a Code of Conduct and that the Company practice is consistent with that Code; and other policies; and •  Reporting to and advising shareholders. •  the Board, in accordance with the Company’s constitution must comprise a minimum of three Directors; •  the roles of the Chairman of the Board and of the Managing Director should be exercised by different  individuals; •  the majority of the Board should comprise Directors who are non-executive; •  the Board should represent a broad range of qualifications, experience and expertise considered of benefit to  the Company; and •  the Board must be structured in such a way that it has a proper understanding of, and competency in, the  current and emerging issues facing the Company, and can effectively review management’s decisions.  2(b) Board Composition Other than as specifically reserved to the Board, responsibility for the day-to-day management of the Company’s  business activities is delegated to the Managing Director and Executive Management.  The Directors determine the composition of the Board employing the following principles: The Board is currently comprised of three non-executive Directors and two executive Directors. Details of the  members of the Board, their experience, expertise, qualifications, terms of office and independent status are set  out in the Directors’ Report of the Annual Report under the heading “Directors”.  41  CORPORATE GOVERNANCE STATEMENT