MAUBANK HOLDINGS LTD Key Governance Responsibilities and Accountabilities

The Board has ensured that the key governance positions within the organisation are matched with the corresponding accountabilities. The Directors are aware of their legal duties and responsibilities in line with the Companies Act 2001.

Chairperson of the Board
The Chairperson is primarily responsible for the activities of the Board and its Committees. He/She is responsible for the running of the Board and ensuring its effectiveness in all aspects of its role, including regularity and frequency of meetings. He acts as the spokesman for the Board and is the principal contact for the Executive Team. The Chairperson and the Executive Team meet regularly. The Chairperson discusses and sets the agenda with the Executive Team and the Company Secretary and facilitates the effective contribution of non-executive directors and encourages active participation during Board meetings. He/She ensures that Board members, upon appointment, participate in an induction programme and that the development needs of directors are identified and appropriate training is provided. The Chairperson ensures effective implementation of Board decisions. The Chairperson ensures that directors (particularly non-executive directors) have sufficient time to consider critical issues and obtain answers to any questions or concerns they may have and are not faced with unrealistic deadlines for decision making. The Chairperson maintains sufficient contact with major Shareholders to understand their issues and concerns. The Chairperson also ensures that the views of Shareholders are communicated to the Board as a whole so that all directors develop an understanding of their views.

The Chairperson of the Audit Committee works in close cooperation with and provides support and advice to the Chairperson of the Board. He/She has the following responsibilities, amongst others:

• To provide risk expertise to the Committee;
• To ensure the financial statements comply with the appropriate accounting standards;
• To guide and advise the Board on an appropriate risk management framework; and
• To report the deliberations of the Audit Committee to the Board.

Non-Executive and independent directors collectively contribute to the development of the strategy, analyse and monitor the performance of management against agreed objectives. Whenever required, they challenge proposals presented by management and request additional information where they consider that information is necessary to support informed decision-making. Non-Executive and independent directors collectively provide independent judgment in all circumstances. Non-executive and independent directors individually inform themselves to a reasonable extent about the subject matter of all decisions they are called upon to make as directors of the Company. They are expected to maintain the skills required to discharge their obligations to the Company and to the extent necessary newly appointed directors may request suitable induction courses which would be made available to them, upon request.

The role of the Company Secretary is to ensure that Board Members have the proper advice and resources for performing their duties to shareholders under the relevant legal frameworks. The Company Secretary is also responsible for organization and coordination of the Board and Committee meetings, and ensuring that the records, or minutes of those meetings, reflect the proper exercise of those duties. The Company Secretary provides guidance and support to the Board as a whole and directors individually with detailed guidance as to how their responsibilities should be properly discharged in the best interests of the Company. The Company Secretary assists in the proper induction of directors, including assessing the specific needs of directors. The Company Secretary provides comprehensive practical support and guidance to directors both as individuals and as a collective with particular emphasis on supporting the non-executive directors.