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The Company is committed to adhering to sound principles of corporate governance and has adopted robust corporate governance and transparency standards that promote the efficient functioning of its Board of Directors, its committees and the Company overall. These standards encompass a set of policies, processes and guidelines which the Company has implemented across its global organization and which seek to add to the value of the Company and to manage the Company’s performance and interaction with customers, employees, board members and stakeholders.

Pursuant to the agreements with its shareholders, the Company is also required to comply with a Corporate Governance Action Plan, Health, Environmental and Social Plan and specific Anti-Corruption guidelines.

The primary responsibility of the Borets International Limited Board of Directors (the “Board”) is the effective governance over the Company’s affairs to maximize the long-term benefit to shareholders and investors.

The Board is headed by Merrill (Pete) Miller, the non-executive Chairman, who also chairs the Audit Committee and the Remuneration Committee. The Company is entitled to appoint up to three Independent Non-Executive Directors to the Board, with the remaining Directors appointed in accordance with the Articles of Association of the Company.

The Board meets at least four times a year to handle recurring business, with special meetings called as appropriate. The Chairman will routinely invite senior management to attend Board meetings. In addition, the Chairman will invite such other managers or outside experts to the Board meetings in situations where such persons can aid the Board in its deliberations.

The Board expects each director, as well as senior management and employees, to act ethically at all times.

The Board has three standing committees charged with specific oversight: the Audit Committee, the Remuneration Committee and the Finance Committee. Each committee shall perform its duties as authorized by the Board in compliance with the committee’s charter.

Each of the Committees comprise of at least three Independent Non-Executive Directors and each have a written charter outlining its responsibilities. The Remuneration and Finance Committees meet as often as needed, while the Audit Committee meets at least four times a year, with special meetings called as appropriate. All Committees regularly report to the Board.

The Company’s Annual General Meeting of Shareholders provides an opportunity for shareholders to ask questions to the Board on matters relevant to the Company.

The Company has in place a number of policies including the Code of Conduct aimed at meeting international standards to ensure sound and transparent corporate governance and financial disclosure standards. It places strong emphasis on compliance with all applicable anti-corruption and trade control regimes. These principles serve as the foundation and guidelines for the governance of the Company. The Company’s senior management review these principles and supporting policies on a regular basis and work with the Company’s legal department to ensure that that they are maintained in accordance with applicable laws and regulations. In addition to the Code of Conduct policy, the Company has also a KYC policy, a Conflict of Interest policy and Signing Authority Policy.

The Company produces IFRS compliant financial accounts since 2004.



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