CORPORATE GOVERNANCE OVERVIEW

The Board of Directors believes that good corporate governance is essential to the efficient and prudent operation of the GEL Group's business. To this end, it has developed strong corporate governance policies and procedures which are continually strengthened to ensure their soundness in keeping with best practice.

The maximum number of directors permitted by the Company's Articles of Continuance is 15. There are currently 11 members, 6 independent non-executive directors including the Chairman, and 5 Executive members. The Board meets formally every month while special Board meetings are convened as necessary.  The business of the Board meetings is in keeping with its mandate and responsibilities and include the review of management decisions, the approval, implementation and monitoring of the Group's detailed strategic plan and budget, the consideration and approval of recommendations issuing from the Board Committees for action and receipt of progress reports on implementation of such recommendations, the consideration of various managerial reports on the performance of the Group's operations, the consideration, approval and monitoring of investment opportunities and major capital expenditure, the review and approval of both interim and final un-audited and audited consolidated financial statements and their disclosure, the approval of interim and final dividends and the review and monitoring of corporate governance, internal controls, risk assessment and legal and regulatory compliance.

To assist with carrying out its mandate, the Board has established 6 main Committees namely: Management, Audit, Governance, Compensation and Human Resources, Executive and Public Relations Committees, with additional ad hoc Committees including Pension Trustees and Medical. Each Committee has its own terms of reference, defined policies and guidelines established by the Board and is directed by its own chairperson who reports to the Board.  These terms of reference, policies and guidelines are continually reviewed, assessed and amended as necessary, to ensure that both the particular Committee's mandate and the Company's objectives are attained. The Corporate Secretary or her nominee acts as secretary to each Committee and minutes of all Committee meetings are recorded and circulated to the Board at the next Board meeting following such Committee meeting for noting and to facilitate the consideration and approval of any particular recommendation issuing from such Committee meeting.

The Management Committee performs the most senior management function of the Group. Appointed by the Board, this Committee is responsible for managing the Company and its subsidiaries as directed by the Board. The main responsibilities of this Committee include: designing adequate yardsticks of performance for this Committee, development of management personnel, developing objectives and structured action plans for their achievement, developing staff training programmes, reviewing and analyzing operating results and liquidity and recommending specific matters to the Board for its consideration and decision.

This Committee has authority to approve: remuneration, profit sharing and allowances for senior personnel below the Management Committee level, capital expenditure in accordance with the Company's capital expenditure policy and the execution of surety bonds and guarantees other than arising in the ordinary course of business, and has authority to appoint managing directors and/or general managers and other senior management of subsidiary companies, directors to boards of subsidiary and associated companies, standing and ad hoc committees as it chooses to delegate.

Current Members of the Management Committee:
Martin J. K. Pritchard - Chairman
Ian A. Alleyne
J. G. Stewart Massiah
Mrs. C. Natasha Small
John S. Taylor
Ashwell E. Thomas

The Audit Committee assists the Board in ensuring an effective system of financial reporting, internal control and risk management. In carrying out its function, it provides a direct channel of liaison between the external and internal auditors with the Board and assists the Board in ensuring that the external audit is conducted in a thorough, objective and cost effective manner. This Committee also reviews the internal and external audit annual work plans in accordance with the Internal Audit Charter to promote accountability and transparency in the Group’s financial operations and to maintain effective financial controls. This Committee is mainly responsible for the review of audit reports submitted by the internal and external auditors and the prompt implementation of the recommendations and management action plans relative to those reports. It also reviews the performance and the value-for-money benefit of the external auditors, for both statutory audit and non-audit work and annually examines the independence of the external auditors. The Corporate Secretary acts as secretary to this Committee and minutes of all meetings are recorded.

This Committee comprises 4 members appointed by the Board, all of whom are independent non-executive directors. The internal auditor and members of GEL's senior management team may attend meetings at the invitation of the chairman of this Committee.  This Committee meets at least 4 times per year.

Current Members of the Audit Committee:

Roger A. Edghill– Chairman
Ian K. Castilho
Stephen T. Worme
Joseph N. Goddard

The Governance Committee assists the Board in ensuring corporate fairness, transparency and accountability in the pursuit of the Company's goals and objectives. In so doing, this Committee has responsibility for and makes recommendations to the Board in relation to the enhancement of the Group's system of corporate governance by establishing, monitoring and reviewing the principles of good governance; the creation of appropriate procedures and codes of conduct for the Company and the adoption thereof by all subsidiaries, the promotion of high standards of corporate governance based on principles of openness, integrity and accountability taking into account the Company's legal and regulatory requirements, and the review of the Board's complement and mix and succession planning for top executive management positions within the Company. The Corporate Secretary acts as secretary to this Committee and minutes of all meetings are recorded.

This Committee consists of 5 members appointed by the Board, 3 of whom are nonexecutive directors. The chairman of this Committee is a non-executive member of the Board. This Committee meets at least once per year.

Current Members of the Corporate Governance Committee:
Ms. Vere P. Brathwaite – Chairman
Joseph N. Goddard
Martin J. K. Pritchard
Ashwell E. Thomas
C. Douglas Maloney

The Compensation & Human Resource Committee assists the Board with the fixing and reviewing of executive compensation and benefits and the development and review of corporate human resource principles, policies and strategies. This Committee’s primary responsibilities include: recommending the compensation of the Management Committee members to the Board, evaluating the performance of the Managing Director and other Management Committee members, overseeing the Company’s stock option and purchase plans and other executive incentive plans, reviewing the competitive position of and recommending changes to the plans, systems and practices of the Company relative to compensation and benefits and reviewing the financial performance of the major benefit plans and recommending to the Board suggested changes to the incentive compensation and equity based plans.

This Committee consists of 5 members appointed by the Board, of whom 3 are nonexecutive directors. Meetings are convened as necessary by the chairman of this Committee but at least once per year.

Current Members of the Compensation & Human Resource Committee
Joseph N. Goddard – Chairman
Miss Vere P. Brathwaite
C. Douglas Maloney
Martin J. K. Pritchard
Ashwell E. Thomas

The Executive Committee considers and decides matters relating to major investments and business development which require urgent action between regularly scheduled Board meetings or any other specific matter as delegated by the Board from time to time. In carrying out its functions, this Committee makes every effort to consult other Board members to ensure the widest participation in its deliberations.

This Committee comprises 4 members appointed by the Board namely: the Chairman of the Board, the Managing Director and two non-executive directors. The Chairman of the Board is also the chairman of this Committee; and in his absence, the Managing Director presides.

Current Members of the Executive Committee:
Joseph N. Goddard – Chairman
Martin J. K. Pritchard
Ms. Vere P. Brathwaite
C. Douglas Maloney

The Public Relations Committee is responsible for the development and implementation of strategies and programmes to enhance the Group's corporate image. It also provides assistance in various community-based activities and oversees content for corporate sponsorship and external communications including press releases. This Committee's main responsibilities include: maintaining relationships with the community and the media, maintaining a unifying focus and purpose to all business themes, messages and communication to support the Group's business objectives as they relate to potentially adverse situations, developing early warning of adverse exposures and recommending aggressive strategies in response to issues which might face the Group from time to time. This Committee publishes the “Goddard Enterpriser”, a quarterly newsletter, which provides information about the Group, its events and information on both the personal and professional achievements of the GEL Group's staff.

This Committee comprises 5 persons, 2 of whom are Board members, one representative each of the Company and a subsidiary company and the PR Consultant, who though not deemed a member of this Committee possesses a voice thereon. Meetings are convened as necessary by the chairman of this Committee but at least once per year.

Current Members of the Public Relations Committee
Ashwell E. Thomas – Chairman
Ian A. Alleyne
Stephen T. Worme
Mrs. Margaret Allman-Goddard – PR Consultant
(Subsidiary Representative)