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NOMINATION AND REMUNERATION COMMITTEE CHARTER Members : Three (3) non-executive directors, including the Chairman of MMC. A majority of the members of the Committee shall be independent directors. Secretary : The Company Secretary shall act as the Secretary of the Committee, unless otherwise determined by the Chairman of the Committee. Quorum : Majority of members present Frequency of Meetings : At least once a year and at such other times as the Chairman of the Committee considers necessary. Notice of Meetings : Unless otherwise agreed by the Committee members, notice of each meeting confirming the venue, time and date together with an agenda of items to be deliberated and board papers, shall be forwarded to each member of the Committee at least five (5) business days prior to the date of the meeting. Minutes : The Company Secretary shall minute the proceedings and resolutions of all Committee meetings. Recommendations of the Committee are to be referred to the Board for approval. Minutes of Committee meetings shall be circulated to all members of the Committee. Minutes shall be confirmed by the Committee and signed by the Chairman. Approved Minutes shall be distributed to all members of the Board for information at the next Board meeting. As at 30 August 2013
