The Grindrod group is fully committed to the principles of transparency, fairness, integrity and accountability reflected in good corporate governance practice. The board is of the opinion that the group complies, in all material respects, with the principles and code of conduct incorporated in the King Report and JSE Limited (JSE) Listings Requirements. Board of Directors The Grindrod board comprises 15 directors, seven of whom serve as executive directors. The non-executive directors comprise individuals with a balance of skills and commercial experience. Five of the eight non-executive directors are independent. Details of the non-executive and the executive directors are shown on pages 12 to 15 of this report. The board meets at least four times a year and has a dynamic board charter covering the scope of its responsibilities. The board is required to annually review its operations against the charter framework. In terms of the charter the board assumes ultimate responsibility for leadership and strategic direction of the group, and is accountable to stakeholders for performance. To this end it maintains effective control of the group and considers annually the group business plan, risk management, its operating and capital budgets and performance criteria of the executive management. The quorum for board meetings is eight directors. The role and function of chairman and chief executive officer are separate in the Grindrod group. The chairman, W M Grindrod is a non-executive director who, by nature of his shareholding is not independent. The Grindrod executive committee, presently consisting of the chief executive officer as chairman, the executive directors, the Unicorn Shipping marine director and the managing director of Marriott Corporate Property Bank Limited, are responsible for the operational management of the group. This team operates within group limits of authority approved by the Grindrod Limited board. The board is supplied with all relevant information and has unrestricted access to all group information, records, documents and property, which enables the directors to adequately discharge their responsibilities. The information needs are well defined and non-executive directors have full access to management and the company secretary. Non- executive directors may in appropriate circumstances take independent professional advice at the company’s expense. At each annual general meeting at least one third of the directors retire by rotation from the board. Directors retiring in this manner may offer themselves for re-election. By convention executive directors retire from the board at 63 years of age, whilst non-executive directors retire at the annual general meeting following their 70th birthday. This may, however, be extended at the discretion of the board. In the case of the present chairman it has been agreed to extend his term, subject to shareholder re-election, to the first annual general meeting following his 72nd birthday in 2008. The boards of directors of major local and offshore operating subsidiaries comprise executive directors/senior management, and those abroad include independent non- executive directors. Corporate Governance