Corporate governance an international review

We continue to monitor and evaluate best practices critical for the sustainability and transformation of our Group. Critical to our corporate governance values is ensuring that we observe principles and ethical practices benchmarked on international best practices. Our management philosophy is vested on the need to conduct the a airs of the Group with transparency, integrity, accountability and in accordance with generally accepted corporate governance practices, in the interests of our stakeholders and shareholders.

Corporate governance an international review

Any Director nominated for re-election who does not receive more votes cast "for" such nominee's election than votes cast "against" such nominee's election, excluding abstentions, shall submit his or her offer of resignation for consideration by the Board Nominating and Governance Committee.

The Board Nominating and Governance Committee shall consider all of the relevant facts and circumstances, including the Director's qualifications, the Director's past and expected future contributions to the Corporation, the overall composition of the Board and whether accepting the tendered resignation would cause the Corporation to fail to meet any applicable rule or regulation including NYSE listing requirements and federal securities laws and recommend to the Board the action to be taken with respect to such offer of resignation.

The Board Corporate governance an international review Directors proposes a slate of nominees for consideration each year. The Board Nominating and Governance Committee identifies, investigates and recommends prospective directors to the Board with the goal of creating a balance of knowledge, experience and diversity aligned with the long-term interest of stockholders.

Corporate governance an international review

All recommendations are brought to the attention of the Board Nominating and Governance Committee. A Director who also serves as the CEO of a publicly traded company should not serve on more than three boards of publicly traded companies including the company for which the Director is CEO.

Current positions in excess of these limits may be maintained unless the Board Nominating and Governance Committee determines that doing so would impair the Director's service on the Corporation's Board. To avoid any potential conflict of interest, Directors will not accept a seat on any additional public company board without first notifying the Lead Director and the Chairman of the Board.

The Board Nominating and Governance Committee reviews and concurs in the election of any employee Director to outside, for-profit board positions. Employee Directors may not serve as Directors once their employment with the Corporation ends. Mandatory retirement for employee Directors is age A non-Employee Director shall submit to the Board Nominating and Governance Committee a letter offering to resign if his or her principal occupation or business association changes substantially during his or her tenure as a Director.

Corporate governance an international review

The Board Nominating and Governance Committee will review and recommend to the Board the action, if any, to be taken with respect to the offer of resignation. Board committee members shall be appointed annually by the Board upon the recommendation from the Board Nominating and Governance Committee.

In addition, all Audit Committee members meet the requirement that they may not directly or indirectly receive any compensation from the Corporation other than their Directors' compensation.

Each committee is chaired by an independent Director who determines the agenda, the frequency and length of the meetings and who has unlimited access to management, information and independent advisors, as necessary and appropriate. Each independent Director generally serves on one or two committees.

Committee members serve staggered terms enabling Directors to rotate periodically to different committees. Four- to six-year terms for committee chairpersons facilitate rotation of committee chairpersons while preserving experienced leadership.

The independent Directors review the propriety of combining or separating the offices of Chairman and CEO annually in connection with its selection of the Chairman. The Lead Director will have the authority to call meetings of the independent Directors and will be available as appropriate for consultation and direct communication with major stockholders.

Any independent Director can request that an executive session be scheduled. The Board also expects Directors, officers and employees to acknowledge their adherence to the Corporation's Business Conduct and Ethics Code. The Board's Audit Committee periodically reviews compliance with this Code.

Each Director will maintain the confidentiality of all proprietary, privileged or otherwise protected information about the Corporation and other entities that the Director obtains in connection with his or her service as a Director, except where the disclosure is authorized or required by law.

The compensation consists of cash and equity components with a goal of providing greater than 50 percent of compensation in equity. The Corporation does not have a retirement plan for non-employee Directors.

Employee Directors are not paid additional compensation for their services as Directors.The mission of Corporate Governance: An International Review is to publish cutting-edge international business research on the phenomena of comparative corporat.

Group Governance and Management Approach. Innscor Africa Limited strives for strong corporate governance practices and values. We continue to monitor and evaluate best practices critical for the sustainability and transformation of our Group.

The mission of Corporate Governance: An International Review (CGIR) is to publish cutting-edge research on the phenomena of comparative corporate governance throughout the global economy. CGIR acts as a forum for the exchange of information, insights and knowledge based on both theoretical development and practical experience.

The European Corporate Governance Institute is a pan-European not-for-profit organisation established to improve corporate governance through fostering independent scientific research and related activities.

Rio Tinto plc and Rio Tinto Limited established a dual listed companies (DLC) structure in December As a result, the two companies are managed as a single economic unit, even though both companies continue to be separate legal entities with separate share listings and share registers.

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