G-Resources Group Limited - Governance Information 2012

PALADIN LIMITED

(Incorporated in Bermuda with limited liability)

(Stock code: 495 and 642 (Preference Shares))

1.1 The members of the Nomination Committee shall be appointed by the Board.
1.2 The Nomination Committee shall consist of a majority of independent nonexecutive directors of the Company.
1.3 The Board shall appoint the chairman of the Nomination Committee who should be either the chairman of the Board or an independent non-executive director.
1.4 The appointment of the members and chairman of the Nomination Committee may be revoked and additional members may be appointed to the Nomination Committee by the Board.
1.5 The secretary of the Nomination Committee shall be the Company Secretary or such other person with appropriate qualification and experience as the Nomination Committee may from time to time appoint.

The Nomination Committee shall be responsible to the Board for leading the process for board appointments and making recommendations to the Board.

3.1 The Nomination Committee shall meet at least once every year.
3.2 Unless otherwise agreed by all the Nomination Committee members, a meeting of the Nomination Committee shall be called by at least seven days’ notice.
3.3 The quorum necessary for a meeting of the Nomination Committee shall be two, one of whom shall be an independent non-executive director.

3.4 Meetings may be held in person, by telephone or by video conference. Members may participate in a meeting by means of a conference telephone or similar communication equipment by means of which all persons participating in the meeting are capable of hearing each other.
3.5 A resolution in writing signed by all the Nomination Committee members shall be as valid and effective as if it had been passed at a meeting of the Nomination Committee duly convened and held.
3.6 Minutes shall be kept by the secretary of the Nomination Committee. Draft and final versions of minutes shall be circulated to all members of the Nomination Committee for their comment and records.

4.1 The Nomination Committee is authorised to:
- 4.1.1 seek any information it requires from any employee of the Group in order to perform its duties; and
- 4.1.2 obtain, at the Company’s expense, outside legal or other professional advice on any matters within its terms of reference.

5.1 The Nomination Committee shall:
- 5.1.1 regularly review the structure, size and composition (including the skills, knowledge and experience) required of the Board compared to its current position and make recommendations to the Board with regard to any changes;
- 5.1.2 be responsible for identifying and nominating for the approval of the Board, candidates to fill board vacancies as and when they arise;
- 5.1.3 access the independence of independent non-executive directors;
- 5.1.4 before any appointment is made by the Board, evaluate the balance of skills, knowledge and experience on the Board, and, in the light of this evaluation prepare a description of the role and capabilities required for a particular appointment.
5.2 The Nomination Committee shall make recommendations to the Board concerning:
- 5.2.1 formulating plans for succession for both executive and non-executive directors and in particular for the chairman and chief executive officer;

5.2.2 membership of the audit and remuneration committees, in consultation with the chairman of those committees;
5.2.3 the re-election by shareholders of directors retiring by rotation;
5.2.4 the renewal of the terms of office of non-executive directors;
5.2.5 any matters relating to the continuation in office of any director at any time; and
5.2.6 the appointment of any director to executive or other office.
5.3 The chairman of the Nomination Committee or, in his absence, another member (who shall be an independent non-executive director) of the Nomination Committee shall attend the Company’s annual general meeting(s) prepared to respond to any shareholder’s questions on the Nomination Committee’s activities.
5.4 The Nomination Committee shall, at least once a year, review its own performance, constitution and terms of reference to ensure it is operating at maximum effectiveness and recommend any changes it considers necessary to the Board for approval.
5.5 The Nomination Committee shall report formally to the Board on its proceedings after each meeting on all matters within its duties and responsibilities.
5.6 The Nomination Committee shall make a statement in the annual report of the Company about its activities, the process used to make appointments and explain if external advice or open advertising has not been used.