Thomson Group

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The Companies in the Group are governed by a Board of Directors appointed by the Shareholders.


The Board’s primary responsibility is to the Company to ensure the viability of the Company as distinct from protecting the interests of any specific Shareholders or groups of Shareholders.


The Boards will appoint a Chairmans who will preside over Board meetings and who will liaise between the CEO and other Directors and Shareholders.


The Boards will be responsible for appointing the President of the Companies who shall be referred to as the Chief Executive Officer (the “CEO”) and who shall report to the Board on a regular basis.


The President will, with Board approval, recruit other senior managers and executives of the company.


There will be Annual General Meetings (“AGM”) of Shareholders to appoint the Boards for the ensuing year and to approve the appointment of accountants (and/or auditor).


Composition of Board

The Shareholders shall vote their Shares so that the Board shall initially be comprised of at least five (5) directors, which shall include:


(a) four Directors to be nominated by the Shareholders


(b)The Chief Executive Officer of the Company.


These appointments are renewed at each Annual General Meeting of the Company.


Meetings of the Board

At the minimum, regular quarterly board meetings will be scheduled by the Board. In addition, any director of the Company may call a meeting of the Board with at least ten Business Days’ prior notice to be given to the other directors of the Company unless the giving of such notice is waived by each director before, during or after the meeting.


Matters Requiring Board Approval by Special Resolution

The following matters require the approval of Directors by Special Resolution. If any matter arises that is not included herein and if there is any uncertainty as to who should deal with such a matter, it will be the responsibility of the Board to so decide.


(a) Appointment of the CEO.

(b) The appointment and determination of auditors and advisors of the Company. The defining of their duties and functions and the salaries and remuneration to be paid to them will be a function of the Board of Directors.


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