The corporate governance requirements of the DFSA are prescribed in Appendix 4 (Corporate Governance and Directors' Dealings) of the Offered Securities Rules of the DFSA. The Company, among other things, complies with the following rules: at least one third of our Board of Directors must be comprised of non-executive directors, and at least two of these non-executive directors must be independent; an audit committee must be in place, and at least two independent non-executive directors must be appointed to that committee; a sound internal control system must exist to safeguard shareholders' investment and the Company's assets; an annual report must be filed with the DFSA that will include a statement on how the Company is complying with the corporate governance requirements; and directors are not allowed to deal in securities of, or investments related to, the Company when in possession of undisclosed material information or during a period of one month preceding the announcement of annual results or the publication of the half-yearly report, or otherwise unless given written clearance to deal. The Company is subject to, and complies with, the corporate governance requirements of the DFSA. Our Board of Directors has established a Remuneration Committee, an Audit Committee and a Nomination Committee, with formally delegated duties and responsibilities and with written terms of reference. From time to time, separate committees may be set up by our Board of Directors to consider specific issues when the need arises. It is the intention of the Company to establish an Investment Committee as deemed necessary. All of the committees perform their duties on behalf of our Board of Directors which is responsible for constituting, assigning, co-opting and fixing the terms of service for the committee members, which function may be delegated by our Board of Directors to the Nomination Committee. Audit Committee The Audit Committee assists our Board of Directors in discharging its responsibilities with regard to financial reporting, external and internal audits and controls, including reviewing the Company's annual financial statements, reviewing and monitoring the extent of the non audit work undertaken by external auditors, advising on the appointment of external auditors and reviewing the effectiveness of the Company's internal audit activities, legal and regulatory compliance, internal policies and controls and risk management systems. In addition, the Audit Committee is required to prepare an annual report to our Board of Directors which sets out its findings on the above, including recommendations for the selection of the external auditor, results of its risk management, internal compliance and control systems review and a summary of any complaints managed in the past year. The ultimate responsibility for reviewing and approving the accounts and the half yearly reports remains with our Board of Directors. The Audit Committee consists of the following members: Mr. Orhan Osmansoy, Mr. Nrpaditya Singhedo, Mr. Hilal Almarri and Mr. Faisal Al Matrouk. The Audit Committee will at all times include at least two independent non-executive directors. The Audit Committee meets formally at least three times a year and otherwise as requested by the chairperson of the Audit Committee. Remuneration Committee The Remuneration Committee assists our Board of Directors in determining its responsibilities in relation to remuneration, including making recommendations to our Board of Directors on the Company's policy on remuneration, executive options, share grants and determining the individual remuneration and benefits package for each of the non executive directors, executive directors and senior management. The Remuneration Committee also reviews human resources policies for employees who are below general manager level, at least once every three years. No committee member is allowed to participate in any discussion or decision regarding his/her own remuneration and the chief executive officer is not to be present when the Remuneration Committee discusses issues relating to his remuneration. The Remuneration Committee may approve remuneration for members of the Executive Management. All other recommendations must be referred to our Board of Directors for approval. The duties and activities of the Remuneration Committee during the year are disclosed in the Company's annual report and accounts. The Remuneration Committee consists of the following members: Mr. Faisal Al Matrouk and Mr. Hilal Al Marri. The composition of the Remuneration Committee is generally wholly comprised of independent non-executive directors. The Remuneration Committee meets formally at least once a year and otherwise as requested by the Chairperson of the Remuneration Committee. Nomination Committee The Nomination Committee assists our Board of Directors in discharging its responsibilities relating to the composition of our Board of Directors, performance of directors, the induction of new directors, appointment of committee members and succession planning for senior management. The Nomination Committee is responsible for determining the appropriate skills and characteristics required of our directors and directors of our subsidiaries. In particular, the Nomination Committee assists in: (i) identifying individuals qualified to become members of our Board of Directors; (ii) recommending individuals to be considered for election at the next Annual General Meeting of the Company or to fill vacancies; (iii) preparing a description of the role and capabilities required for a particular appointment; and (iv) developing and recommending to our Board of Directors appropriate corporate governance guidelines. The Nomination Committee also undertakes annual reviews in light of the current composition of our Board of Directors and assesses various attributes of each board member including the value of their contributions to the business community, leadership, character, judgment, expertise, independence and competency. The duties and activities of the Nomination Committee during the year are disclosed in the Company's annual report and accounts. The Nomination Committee consists of the following members: Mr. Riad Kamal, Mr. Mohannad Sweid and Mr. Faisal Al Matrouk. The members of the Nomination Committee will at all times include at least one independent non-executive director. The Nomination Committee meets formally at least once a year and otherwise as requested by the Chair of the Nomination Committee.