The Committee shall be appointed by the Board from among their number and shall comprise not less than three (3) members, composed exclusively of non-executive directors, a majority of whom are independent.

The Chairman of the Committee shall be elected from among the members who is an independent non-executive director.

In the event of any vacancy in the Committee resulting in the number of members being reduced to below three (3), the Board shall within three (3) months fill the vacancy.

The membership of the Committee shall be terminated upon the cessation of him /her as a Director of the Company, or as determined by the Board.

Members of the Committee may relinquish their membership in the Committee with prior written notice to the Company Secretary.