AUDIT COMMITTEE

The Audit Committee is a sub-group of the Board of Directors that is in charge of monitoring the Company's financial reporting and authenticating its accuracy.

The Audit Committee shall be composed of at least three (3) appropriately qualified Non-Executive Directors, a majority of whom should be Independent Directors.

The Audit Committee may also serve, in case none has been separately established, as the Company's Board Risk Oversight Committee and Related Party Transaction's Committee.

Duties and Responsibilities

• To assist the Board by overseeing the Company's financial reporting, internal control system, internal and external audit processes and compliance with applicable laws, rules and regulations;

• Recommend the approval of the Inter Audit Charter;

• Monitor and evaluate the adequacy and effectiveness of the Company's internal control system, integrity of financial reporting and security of physical and information assets;

• Develop internal control procedures and processes that will provide a system of check and balance in order to safeguard the Company's resources and ensure their effective utilization;

• It also approves the terms and conditions for outsourcing internal and audit services;

• Establish and identify the reporting line of the Internal Auditor to enable him to properly fulfill his duties and responsibilities;

• Evaluate and determine the non-audit work, if any, of the External Auditor;

• Review and approve the Interim and Annual Financial Statements before its submission to the Board;

• Perform oversight functions over the Company's Internal and External auditors;

• Coordinate, monitor and facilitate compliance with laws, rules and regulations;

• Recommend to the Board the appointment, reappointment, removal and fees of the External Auditor;

• Assess the integrity and independence of external auditors;

• Disclose the nature of non-audit services performed by the External Auditor in the Annual Report.

RISK OVERSIGHT COMMITTEE

The Risk Oversight Committee is a sub-group of the Board of Directors which is tasked to assist the Board in ensuring that there is an effective and integrated risk management process in place.

The Risk Oversight Committee shall be composed of at least three (3) appropriately qualified Non-Executive Directors, a majority of whom should be Independent Directors.

In the case of non-establishment of a Risk Oversight Committee the Audit Committee shall assume its duties and responsibilities.

Duties and Responsibilities

• Develop a formal enterprise risk management plan;

• Oversee the implementation of the enterprise risk management plan;

• Evaluate the risk management plan to ensure its continued relevance, comprehensiveness and effectiveness;

• Revisit defined risk management strategies, look for changing material exposures and stay update of significant development that seriously impacts the possibility of harm or loss;

• Advise the Board on its risk appetite level and risk tolerance limits;

• Review at least annually the Company's risk appetite levels and risk tolerance limits based on changes and developments in the business, the regulatory framework, external and business environment, and when major events occur that may have major impacts on the Company;

• Assess the possibility of each identified risk becoming a reality and estimate its possible significant financial impact and chance of occurrence;

• Provide oversight over Management's activities in managing credit, market, liquidity, operational, legal and other risk exposures of the Company;

• Report to the Board on regular basis, or as deemed necessary, the Company's material exposures, the actions taken to reduce such risks, and recommend further actions or plans.

RELATED PARTY TRANSACTIONS COMMITTEE

The Related Party Transactions Committee is a sub-group of the Board of Directors which is tasked to assist the Board in fulfilling its responsibility to strengthen corporate governance and practices particularly on related party transactions.

The Related Party Transactions Committee shall be composed of a least three (3) appropriately qualified Non-Executive Directors, a majority of whom should be Independent Directors.

In the case of the non-establishment of a Related Party Transactions Committee the Audit Committee shall assume its duties and responsibilities.

Duties and Responsibilities

• Evaluate on an on-going basis existing relations between and among business and counterparts to ensure that all related parties are continuously identified;

• Evaluate all material related party transactions to ensure that these are not undertaken on more favorable economic terms to such related parties than similar transactions with non-related parties under similar circumstances and that no corporate or business resources of the Company are misappropriated or misapplied, and to determine any potential reputational risk issues that may arise as a result of or in connections with the transaction. The Committee takes into account the following:

1. Related party's relationship to the Company and interest in the transaction;

2. Material facts of the related party transaction, including the proposed aggregate value of such transactions;

3. Benefits of the Company with the transaction;

4. Availability of other sources of comparable products or services, and;

5. Assessment of whether the proposed related party transactions is on terms and conditions that are comparable to the terms generally available to an unrelated party under similar circumstances.

• Ensure that appropriate disclosures is made, and/or information is provided to a regulating and supervising authorities relating to the Company's related party transactions exposures, and policies on conflicts of interest or potential conflicts of interest. The disclosure should include information on the approach to managing material conflicts of interest that are inconsistent with such policies, and conflicts that could arise as a result of the Company's affiliation or transactions with other related parties;

• Report to the Board on regular basis, the status aggregate exposures to each related party, as well as the total amount of exposures to all related parties;

• Ensure that the transactions with related parties, including write-offs of exposures, are subject to periodic independent review or audit process;

• Oversee implementation of the system identifying, monitoring, measuring, controlling and reporting related party transactions, including periodic review of related party transactions, polices and procedures.

CORPORATE GOVERNANCE COMMITTEE

The Corporate Governance Committee is also a sub-group of the Board of Directors which assists the Board in fulfilling its corporate governance responsibilities, and ensures the Board's effectiveness and due observance of sound corporate governance principles and guidelines.

The Corporate Governance Committee shall be composed of at least three (3) members of the Board, all of whom, as far as practicable, should be independent, including its Chairman, and such other persons as the Board may designate. In case where the Board does not designate a separate Nomination and/or Remuneration Committee, the Corporate Governance will assume the duties and responsibilities of such committee.

Duties and Responsibilities

• Oversee the implementation of the corporate governance framework and periodically review the said framework to ensure that it remains appropriate in light of the material changes to the Company size, complexity and business strategy, as well as its business and regulatory environments;

• Oversee the periodic performance and evaluation of the Board and its committees as well as executive management, and conduct an annual self-evaluation of its performance;

• Ensure the results of the Board evaluation are shared, discussed, and the concrete action plans are developed and implemented to address the identified areas for improvement;

• Recommend continuing education/training programs for Directors, assignment of tasks/projects to Board Committees, succession plan for the Board Members and Senior Officers, and remuneration packages for corporate and individual performance;

• Adopt corporate governance policies and ensure that these are reviewed and updated regularly, and consistently implemented in form and substance;

• Propose and plan relevant training(s) for the members of the Board;

• Determine the nomination and election process for the Company's Directors and has the special duty of defining the general profile of the Board Members that the Company may need and ensuring appropriate knowledge, competencies and expertise that complement the existing skills of the Board;

• Establish a formal and transparent procedure to develop a policy for determining the remuneration of Directors and Officers that is consistent with the Company's culture and strategy as well as the business environment in which it operates.

NOMINATING COMMITTEE

The Nominating Committee is another sub-group of the Board of Directors tasked to discharge the responsibilities of the Board relating to the appropriate size, functioning and needs of the Board, including but not limited to, identification, recruitment and retention of high quality Board members and committee's composition and structure.

The Nominating Committee shall be composed of at least three (3) appropriately qualified Non-Executive Directors, a majority of whom should be Independent Directors.

In the case of non-establishment of a Nominating Committee the Corporate Governance Committee shall assume its duties and responsibilities.

Duties and Responsibilities

• Develop a nomination policy and to lead the process of identifying and nominating candidates to stand for election by the shareholders or to fill-in casual vacancies;

• Review the Board composition and diversity at least once annually and make recommendations on any proposed changes to the Board;

• Assess the independence of Non-Executive Directors and review their annual confirmations on their independence;

• Review succession planning for the Chairman, the Chief Executive and the senior management together with the Board;

• Develop the procedures for the performance evaluation of the Board and its committees;

• Oversee all matters relating to corporate governance;

REMUNERATION COMMITTEE

The Remuneration Committee is also a sub-group of the Board of Directors whose tasked is to assist the Board in fulfilling its responsibilities relating to oversight of the remuneration of the Company's officers, employees and directors and administering the Company's remuneration and equity-based plans.

The Remuneration Committee shall be composed of at least three (3) appropriately qualified Non-Executive Directors, a majority of whom should be Independent Directors.

In the case of non-establishment of a Remuneration Committee the Corporate Governance Committee shall assume its duties and responsibilities.

Duties and Responsibilities

• Review and approve corporate goals and objectives relevant to Company officers, employers and directors remuneration;

• Make recommendations to the Board about the remuneration of the directors;

• Administer the Company's equity-based plans and management incentive compensation plans and make recommendations to the Board about amendments to such plans and the adoption of any new employee incentive compensation plans;

• Review and establish the Company's overall management compensation philosophy and policy;

• Review and approve the Company's policies and procedures for the grant of equity-based awards;

• Review and assess the adequacy of this charter and submit any changes to the Board for approval on an annual basis;

• Reports its actions and any recommendations to the Board on a periodic basis, and;

• Annually perform, or participate in, an evaluation of the performance of the Committee in which the results shall be presented to the Board.