Corporate Governance
The Board supports the principles of good governance contained in the Combined Code appended to the Listing Rules of the Financial Services Authority. It complies where this is commercially justified, allowing for the practical limitations relating to the Company’s size. The Company is aware of the King Code in South Africa and will have the same approach to the King Code once listed on the JSE.

The management team meets regularly and the full board when appropriate in order to determine the strategy and policy of the Group and the allocation of its financial resources and has a schedule of matters specifically reserved to it for decision.

The Company has two non-executive Directors, Mr M A Burne and Mr C Molefe.

The chief executive officer of Jubilee does not hold the position of chairperson and it is the policy of the Company to continue with this arrangement. The Company has a policy for the appointments to the board of Directors, and the board will be assisted where appropriate by a nomination committee. The non-executive Directors will have the appropriate input into these appointments.

The responsibilities of Directors are clearly divided in terms of financial, operational and other duties of the Directors and each Director has the same voting rights at board meeting with a view to ensure a balance of power and authority.

Audit Committee
Members: Malcolm Burne, Chris Molefe, Raju Samtani

An Audit Committee, comprising Malcolm Burne, Chris Molefe and Raju Samtani, has been established by the Company. The Audit Committee is chaired by Malcolm Burne and meets at least two times each year. The Audit Committee reviews the Company's annual and interim financial statements before submission to the Board for approval. The committee also reviews regular reports from management and external auditors on accounting and internal control matters. Where appropriate, the committee monitors the progress of action taken in relation to such matters. The committee also recommends the appointment of, and reviews the fees, of the external auditors.

Remuneration Committee
Members: Malcolm Burne, Chris Molefe, Raju Samtani

The Company has in addition established a Remuneration Committee, comprising Malcolm Burne, Chris Molefe and Raju Samtani. The Remuneration Committee is chaired by Malcolm Burne. The Committee is responsible for reviewing the performance of the executive Directors and for setting the scale and structure of their remuneration, determining the payment of bonuses, considering the grant of options under any share option scheme and, in particular, the price per share and the application of performance standards which may apply to any such grant, paying due regard to the interests of shareholders as a whole and the performance of the Company

Jubilee Article of Association

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