Investment Committee Terms of Reference

1. Objectives

  1. To assist the Board of the Company in setting the investment policy to be:
    • adopted for Company funds (the 'Plan'), and
    • recommended for adoption to the Boards of the subsidiaries of the Company
  2. To ensure that the investment of Company funds is conducted in accordance with the Plan.

2. Secretary

The Committee shall appoint a secretary who shall attend all meetings and prepare minutes.

3. Committee Responsibilities

  1. To present the Plan to the Board annually for approval.
  2. To present to the Board annually for approval investment policies to be recommended to the Boards of subsidiaries of the Company.
  3. To review on an ongoing basis the appropriateness of the Plan in light of economic and business conditions affecting the Company, and make any recommendations for Board approval as may be appropriate.
  4. To ensure that investments are made in accordance with the Plan.
  5. To appoint and supervise investment managers.
  6. To monitor the performance of investment managers to ensure that investment returns fall within acceptable limits.
  7. To establish, and monitor compliance with, investment operating guidelines relating to custody of investments, internal control, accounting and the like.
  8. To appoint and supervise investment custodians.
  9. To provide to the Board quarterly reports on investment performance.
  10. To meet at least quarterly.

4. Delegation of Board Authority

  1. The Committee shall have the authority reasonably necessary to discharge the Committee's responsibilities.
  2. The Committee shall have the authority to appoint external advisers (other than investment managers) as it determines to be reasonable to enable it to discharge the Committee's responsibilities.
  3. The Committee shall have the authority to form subcommittees and to delegate authority thereto or to employees of CWGL group companies as it determines to be reasonable.

Adopted on: 14 May 2008

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