1.1  The Committee shall comprise a Chairman and at least two other members.

1.2  The Committee shall comprise non-executive directors who shall be independent of management and free from any relationship which could interfere with the exercise of their independent judgement.

1.3  The Board, on the recommendation of the Nomination Committee, shall appoint the Chairman of the Committee and shall determine the period for which he shall hold office.

1.4  Appointments to the Committee shall be made by the Board, on the recommendation of the Nomination Committee, in consultation with the Committee Chairman.

1.5  The Chairman of the Board shall not be a member of the Committee.

1.6  At least one member of the Committee should have recent and relevant financial experience.

1.7  Appointments to the Committee should be for a period of up to three years, extendable by no more than two three-year periods provided that the member continues to be independentš.

šAs defined by Code provision A.3.1

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