The Board of Directors (Board) has established three committees: the Nomination Committee, the Audit Committee, and the Remuneration Committee.

All of the committees perform their duties on behalf of our Board, which is responsible for constituting, assigning, co-opting and fixing the terms of service for the committee members. The Board has delegated certain duties to these committees as defined by their respective terms of reference, and the committees report to the Board on a regular basis. From time to time, separate committees may be set up by our Board of Directors to consider specific issues when the need arises.

Audit Committee

The Audit Committee consists of four members, of which two are independent non-executive directors. The Audit Committee is chaired by Sami Haddad, an independent non-executive director. The Board has determined that all committee members have recent and relevant financial experience and shall be regarded as financial experts. The primary purpose of the Audit Committee is: (a) to assist the Board in its oversight of (i) the integrity of the Company's financial statements, (ii) the Company's compliance with legal and regulatory requirements, (iii) the independent auditor's qualifications and independence, and (iv) the performance of the Company's internal audit function and independent auditors; and (b) to prepare and publish an annual committee report and such other reports to the extent required under any applicable securities laws and stock exchange regulations. The role and responsibilities of the Audit Committee are set out in written terms of reference, and include the appointment, compensation and retention of the independent auditor, review of the Company's interim and annual financial statements with management and the independent auditor, and review of the Company's internal control and risk management systems.

The Audit Committee will meet formally at least two times a year and as otherwise requested by the chairman of the Audit Committee.

Remuneration Committee

The Remuneration Committee consists of two directors, of which two are independent non-executive directors. The Remuneration Committee is chaired by Khaled Bichara, an independent non-executive director. The primary purpose of the Remuneration Committee is: (a) to assist the Board in its oversight of all matters relating to director and executive officer compensation; and (b) to prepare and publish an annual committee report on director and executive compensation and such other reports to the extent required under any applicable securities laws and stock exchange regulations. The role and responsibilities of the Remuneration Committee are set out in written terms of reference, and include the review, evaluation and approval of director and executive officer compensation, incentive-compensation plans and equity-based plans. In determining the compensation of the directors and executive officers of the Company, the Remuneration Committee considers the Company's performance and relative Shareholder return, the compensation level of directors and executive officers at comparable companies, and the compensation of the directors and executive officers in past years. No director is solely involved in deciding their own compensation. Executive officers do not receive additional compensation for their service as an executive director. Non-executive directors receive an annual stipend and may participate in the Share-based incentive programme of the Company.

The Remuneration Committee will meet formally at least once a year and as otherwise requested by the chairman of the Remuneration Committee.

Nomination Committee

The Nomination Committee consists of three directors, of which two are independent non-executive directors. The Nomination Committee is chaired by Sami Haddad, an independent non-executive director. The primary purpose of the Nomination Committee is to assist the Board in: (a) identifying individuals qualified to become Board members and recommending to the Board the director nominees for the next annual meeting of Shareholders; (b) recommending to the Board director nominees for each committee of the Board; and (c) overseeing the evaluation of the Board and management. The role and responsibilities of the Nomination Committee are set out in written terms of reference, and include determining on an annual basis the independence of each director as may be required under any applicable securities laws and stock exchange regulations, the compliance of each director and executive officer with the Company's code of business conduct and ethics, and such other activities as the Board may assign to the committee from time to time.

The Nomination Committee will meet formally at least once times a year.

Terms of Reference of the Audit Committee

Terms of Reference of the Remuneration Committee

Terms of Reference of the Nomination Committee