• Matters relating to the Group entities e.g. incorporation of new companies, acquisitions and disposals of subsidiaries.
• Budgets and financial planning.
• Projects with revenue over US$20 million.

Currently, the Board consists of nine Directors, of whom two are executive directors, three are considered to be independent by the Nominating Committee and four are non-executive (of which three are nominees from the parent company, Dimension Data Holdings plc). In addition, two of the Directors have also appointed alternates. There is therefore a good balance between the executive directors and non-executive directors and a strong and independent element on the Board.

The Board considers its size as appropriate and effective in decision-making, given the scope and nature of the operations. The Board also considers the combination of experience, knowledge and expertise of its members in the various fields of accounting, finance, business, management and industry to be balanced and effective in carrying out its functions.

There is a clear division of responsibilities at the top of the Company with clear lines of responsibility between the Board and the executive functions of the management of the Company's business. The Board sets broad business guidelines, approves financial objectives and business strategies and monitors the standards of executive management performance on a periodic basis. The roles of the Chairman and Chief Executive Officer ("CEO") are separate. With respect to the Chairman's role in Board proceedings, the Chairman, being a non-executive Director:-

The Board meets regularly on a quarterly basis and as warranted. However, ad hoc, non-scheduled Board meetings may be convened to deliberate on urgent substantive matters.

In order to fulfill their responsibilities, the Company recognises that Directors should be provided with complete, adequate and timely information prior to Board meetings and on an on-going basis. As a general rule, Board papers are sent to Directors three to five days before the regular Board meeting so that the Directors may better understand the matter before the Board meeting such that Board meeting time may be conserved and discussion time focused on questions that the Board has about the Board papers. The information provided in the Board papers include background or explanatory information relating to matters to be brought before the Board, copies of disclosure documents, budgets, forecasts and internal financial statements.

The Directors are also provided with the names and contact details of the Company's senior management, company secretary and assistant company secretary to facilitate independent and separate access. The assistant company secretary attends all board meetings and ensures that board procedures are followed and applicable rules and regulations are complied with.

The Company fully recognises that the continual flow of relevant information on an accurate and timely basis is critical for the Board to be effective in the discharge of its duties. The Management is therefore expected to provide the Board with information concerning the Company's progress or shortcomings in meeting its strategic business objectives or financial targets and other information relevant to the strategic issues facing the Company accurately and in a timely manner.

The Directors currently submit themselves for re-nomination and re-election at regular intervals of at least once every three years.

• schedules meetings that enable the Board to perform its duties responsibly while not interfering with the flow of the Company's operations;
  
  
• prepares meeting agenda in consultation with the CEO;
  
  
• exercises control over quality, quantity and timeliness of the flow of information between the Management and the Board; and
  
  
• assists in ensuring compliance with the Company's guidelines on corporate governance.