Board Charter

Commitment

This document sets out the governance principles of Talent2 and the conduct of its Board. It is supported by the following charters and policies:

• Code of Conduct
• Disclosure Policy
• Employee Share Trading Policy
• Risk Management Policy
• Audit Committee Charter
• Remuneration Committee Charter
• Nomination Committee Charter

Talent2 is committed to:

• the delivery of financial results to its shareholders while recognising the interests of employees, clients, creditors and other stakeholder
• high standards of honesty and integrity in its dealings with all stakeholders
• affinity with its clients

Role of the Board

The Board as a whole oversees the way in which management runs the company to ensure:

• a strong commercial focus
• innovative strategies
• high standards of governance and social responsibility to:
  • deliver value to shareholders
  • achieve sustainable growth

Specifically the Board:

• Reports to shareholders
• Encourages a culture of high ethical behaviour that underscores the company values of passion, innovation and affinity.
• Oversees control and accountability systems
• Appoints and appraises the Managing Director and Chief Executive Officers
• Contributes to, reviews and approves management’s development of corporate strategy and performance objectives
• Monitors and reviews systems of risk management and internal compliance and control, codes of conduct and legal compliance
• Monitors and reviews performance and implementation of strategy by senior management
• Ensures adequate resources are available
• Approves and monitors progress of major capital expenditure, capital investment, acquisitions and divestitures
• Approves and monitors financial and other reporting

Role of Management

The business units of Talent2 are managed by the Managing Director and Chief Executive Officers, as appointed by the Board, and by officers and employees to whom the management function has been properly delegated by the Managing Director and Chief Executive Officers.

A position description for the Managing Director and Chief Executive Officers is developed and agreed between the Board and the Managing Director.

The Managing Director has overall responsibilities for all operations of the group’s activities including, but not limited to:

• Sales and marketing activities
• Research, development, support and protection of Talent2’s assets and intellectual property
• Financial and administration responsibilities
• Investor Relations

To assist the Managing Director to fulfill his responsibilities, Chief Executive Officers are appointed to manage business units of the group.

Board Membership Size and Composition

• Board size and composition is determined and reviewed by the Board as a whole.
• When reviewing Board size and composition, Board members have regard to the need for Board size and composition to be conducive to informed and effective decision making in the best interests of the company as a whole
• When considering candidates for appointment to the Board, Board members have regard to the special skills and experience that those candidates bring and the extent to which those skills and that experience will enhance the existing competencies of the Board so that the appointment delivers real value to shareholders
• The Board has a majority of non-executive directors.
• The term of appointment of each director is three years with one third of the Board being subject to re-election by shareholders at each Annual General Meeting (AGM)

Chairman

• The Chairman is a non-executive director and is selected by the Board as whole.
• The Chairman presides over the Board and makes sure that:
  • the Board is well informed and effective
  • members, individually and as a group, have the opportunity to air differences, explore ideas and generate the collective views and wisdom necessary for the proper operation of the Board and company
  • meetings are conducted efficiently
  • shareholders have sufficient opportunity to air their views and obtain answers to questions

Company Secretary

• The appointment of the Company Secretary is approved by the Board.
• All directors have direct access to the Company Secretary
• The Company Secretary monitors Talent2’s corporate governance procedures and advises of possible improvements.

Board Procedures

• The Board meets formally at least six times a year and whenever necessary to deal with urgent matters which might arise between scheduled meetings
• Senior management may attend Board meetings to present reports on or seek approvals within their areas of responsibility.
• Part of each board meeting consists of a private session of Board members only to discuss management issues or matters of a particularly sensitive nature.
• The external auditor meets with the Board in the course of preparing half yearly and annual accounts.

Directors’ rights and responsibilities

• Each director is expected to exercise independent judgment in fulfilling his or her role as director and be cognizant of the need to deliver good financial returns to shareholders in accordance with principles of good corporate governance and social responsibility.
• Each director is expected to declare any actual or potential conflict of interest
• When necessary, with prior notification to the Chairman, directors may obtain independent professional advice
• Directors are expected to be familiar with Talent2 strategy, operations, financing and risks
• Directors can expect all information relevant to Talent2’s operations to be presented at Board meetings and can access further information on request
• Directors are to maintain confidentiality of information learned by virtue of their position as director
• Non-executive directors are to devote sufficient time to Board responsibilities
• Directors are to advise the Chairman before accepting new appointments

Board Committees

To assist in carrying out its responsibilities, the Board has established several committees comprising of some or all of its members. They are:

• Audit and Risk Committee
• Remuneration Committee
• Nomination Committee

Membership of a specific committee is decided on the basis of relevant skills, experience and degree of independence.

The Audit and Risk Committee meets at least four times a year. The other Committees meet at least twice.