The Board is composed of Executive and Non-Executive Directors. The Board determines the framework of the remuneration policy for the members of the Board as a whole, based on the recommendations from the Remuneration Committee. The maximum annual aggregate emoluments that may be paid to the directors is approved by the shareholders in General Meeting. The Board may approve changes to the fees within the aggregate amount approved by Shareholders at the Annual General Meeting. The total fees paid to directors (in their role as director) is entirely represented by a fixed remuneration. Directors’ emoluments are designed to reflect the directors’ knowledge of the business and time committed as directors to the Company’s affairs. It is confirmed that none of the Directors in their capacity as Directors of the Company are entitled to profit sharing, share options, pension benefits, variable remuneration or any other remuneration or related payments from the Company.

The Board determines the framework of the overall remuneration policy and individual remuneration arrangements for its senior executives based on the recommendations from the Remuneration Committee. The Committee considers that these remuneration packages, inclusive of a variable and non-variable payment, reflect market conditions and are designed to attract appropriate quality executives to ensure the efficient management of the Company. The payment of a variable remuneration has become increasingly important in attracting and maintaining quality staff. The terms and conditions of employment of each individual within the executive team are set out in their respective contracts of employment with the Company. The vast majority of the contracts of employment are made on an indefinite basis however there are a number of such contracts entered into on a definite fixed term basis due to the nature of the job in question.

The Company’s senior executives may be paid a bonus by the Company – other than the bonus paid to the CEO, the payment and extent of payment of all bonuses paid to senior executives is entirely at the discretion of the Board, is subject to the recommendation of the Committee and is based upon the performance of the individual determined in terms of both objective as well as subjective criteria. The Chief Executive Officer of the Company is entitled to a performance bonus calculated by reference to the Company’s earnings over a specified threshold. Moreover, share options are currently not part of the Company’s remuneration policy. Specific criteria for determining the extent of senior executive’s entitlement to a bonus will be formulated by the Remuneration Committee in due course.