CORPORATE GOVERNANCE POLICIES, PRINCIPLES & GUIDELINES

Senior Management Committee Term of Reference

DUTIES/POWERS

The duties and powers of the Committee shall be:

- To deal with all matters remitted to it by the Board on the terms, if any, set by the Board: and

- In the case of emergency or when it is impracticable to convene a Board meeting or to obtain a written resolution of the Board in accordance with the MAPCO’s Articles of Association from time to time, and the interests of MAPCO would be prejudiced by delay, the Committee shall take steps to contact all directors and, having done so, and taken account of the views of those it has been possible to contact, shall have power to act as it then sees fit on behalf of the Board. The Committee shall report any such actions and the reasons for taking them, to the Board as soon as practicable.

MEMBERSHIP

The members of the Committee shall be decided by Chairman with the recommendation of the Managing Director and shall comprise the executive directors, directors, Managing Director and heads of departments.

ATTENDANCE

Members of the Committee may appoint suitable alternates to represent them either at a specific meeting or generally, but such alternates shall not be counted as part of the required quorum.

CHAIRMAN

Managing Director shall chair the Committee.

SECRETARY

MAPCO’s Heads of Admin & HR Department shall be secretary of the Committee.

QUORUM

The quorum shall be at least the simple majority of the members’ presence.

MINUTES

The minutes of meetings of the Committee shall be circulated to all members of the Committee and made available on request to other members of the Board.

 

Investment Committee Term of Reference

DUTIES

The duties of the Committee shall be to:

Make recommendations to the Board of Directors after reviewing proposals from management regarding the investment, joint-ventures, acquisition and divestment proposals

The Committee shall recommend to the Board:

     - Whether or not to proceed with a transaction; and

     - The parameters and procedures upon which any transaction should proceed.

The Committee shall be presented with management’s proposals, in respect of the above, for consideration by the Committee.

In formulating such proposals, managements shall, inter alia and as appropriate:

     - Provide an analysis of the cash available for investment

     - Consider the debt-equity, liquidity

     - Provide an analysis of the funding available for investment

     - Review and analyze all possible implications of the transaction and make recommendations on the strategy and direction

     - Review all implications of existing guarantees and significant contractual agreements;

     - Provide an analysis of opportunities, current and potential risk and a brief SWOT analysis

     - Recommend to the Board concerning other political, economic, social and environmental factors, both positive and negative, related to the transaction

MEMBERSHIP

The members of the Committee shall be appointed by the Board and shall comprise at least one non-executive directors (or one independent shareholders) plus an independent advisor, an executive director, Group Managing Director, Head of Business Development and Head of Audit & Finance Department.

CHAIRMAN

The chairman of the Committee shall be appointed by the Board.

ATTENDANCE

The Chairman of the Board and other Executive Directors shall be invited to attend the Committee meetings, if and when necessary, to discuss the Committee’s business with such other management representatives appropriate to the relevant matters under consideration.

FREQUENCY OF MEETINGS

The Committee shall meet at such times as the needs of the business shall require.

SECRETARY

Head of Audit & Finance of MAPCO shall be the secretary of the Committee.

QUORUM

At least 3 members of the Committee must be present at the meetings.

MINUTES

The minutes of meetings of the Committee shall be circulated to all members of the Board.

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