The Board has adopted a formal Board Charter which details the functions and
responsibilities of the Board and distinguishes such functions and responsibilities
from those which have been delegated to management.

Structure and Composition

The composition of the Board is determined in accordance with the following
principles:

• the Board shall comprise of not less than three members;
• the Board shall comprise of a mix of Non-Executive and Executive Directors;
• a Director need not be a member;
• the Board shall comprise of Directors with an appropriate range of qualifications
  and experience;
• in recognition of the importance of independent views and the Board’s role in
  supervising the activities of management, the Chairman must be an independent
  non-executive Director; and
• the Chairman is elected by the full Board and is required to meet regularly with
  the Chief Operating Officer.

The Board seeks to ensure that:

• at any point in time, its membership represents an appropriate balance between
  Directors with experience and knowledge of the Group and Directors with an
  external or fresh perspective; and
• the size of the Board is conducive to effective discussion and efficient decision making.

Directors’ Independence

The Board has adopted specific principles in relation to Directors’ independence.
These state that to be deemed independent, a Director must be a Non-Executive and
must:

• not be a substantial shareholder of the Company or an officer of, or otherwise
  associated directly with, a substantial shareholder of the Company;
• within the last three years, not have been employed in an executive capacity by
  the Company or any other group member, or been a Director after ceasing to
  hold any such employment;
• within the last three years not have been a principal of a material professional
  adviser or a material consultant to the Company or any other group member, or
  an employee materially associated with the service provided;
• not be a material supplier or customer of the Company or any other group
  member, or an officer of or otherwise associated directly or indirectly with a
  material supplier or customer;
• have no material contractual relationship with the Company or a controlled entity
  other than as a Director of the Group;
• not have been on the Board for a period which could, or could reasonably be
  perceived to, materially interfere with the Director’s ability to act in the best
  interests of the Company; and
• be free from any interest and any business or other relationship which could, or
  could reasonably be perceived to, materially interfere with the Director’s ability to
  act in the best interests of the Company.

Materiality for these purposes is determined on both quantitative and qualitative
bases. An amount of over 5% of annual turnover of the Company or Group or 5% of
the individual Director’s net worth is considered material for these purposes. In
addition, a transaction of any amount or a relationship is deemed material if
knowledge of it may impact the shareholders’ understanding of the Director’s
performance.

Responsibilities of the Board

The Board is responsible for the management of the affairs of the Group, including:

• The overall strategic direction and leadership of the Group;
• Approving and monitoring the implementation by management of the Group’s
  objectives and strategies;
• Reviewing the Group’s performance against its stated objectives, by receiving
  regular management reports on its business situation, opportunities and risk
  profile;
• Monitoring financial performance on a monthly basis in comparison with the
  budget;
• Approval of the annual and half-year financial reports and liaison with the Group’s
  auditors through its Audit Committee;
• Appointing and assessing the performance of the Executive Directors;
• Ensuring compliance with licensing requirements and risk management
  procedures;
• Establishing and ensuring compliance with ethical standards and determining the
  Group’s code of conduct; and
• Reviewing investment strategies, investment decisions and establishing
  executive authority limits (refer below).

Board Investment Authority

The Board has specific authority to review and approve investment decisions which
exceed authority limits for management. These meetings are conducted concurrently
with Board Meetings on matters relating to investment decisions.

The charter for the Board in respect of investment decisions is as follows:

• Review investment strategies recommended by management for the Company;
• Review management strategies for existing investments including provision of
  additional capital, acquisition and exit strategies;
• Authorise individual investment proposals where such investments are of an
  amount requiring Investment Committee approval;
• Set delegated investment and trading limits for management;
• Ensure delegated investment and trading limits are adhered to by management;
• Review risk / return objectives set by management on individual investments to
  ensure these fit with the overall Company objectives; and
• Review performance of individual investments to ensure these are in accordance
  with established budgets.

Chairman and Chief Operating Officer

The Chairman is responsible for leading the Board, ensuring Directors are properly
briefed in all matters relevant to their role and responsibilities, facilitating Board
discussions and managing the Board’s relationship with the Company’s senior
executives.

The Chief Operating Officer is responsible for implementing Group strategies and policies.