Adopted September 10, 2010; amended and restated November 4, 2013

1. Introduction

The Board of Directors (the “Board”) of KDC Limited (the “Company”) has adopted these Corporate Governance Guidelines as a framework for Board governance over the affairs of the Company for the benefit of its shareholders.

Corporate governance is commonly referred to as a system by which Companies are directed and controlled. It is the process by which company objectives are established, achieved and monitored. Corporate governance is concerned with the relationships and responsibilities between the board, management, shareholders and other relevant stakeholders within a legal and regulatory framework.

Contemporary discussions of corporate governance tend to refer to principles raised in three documents released since 1990: The Cadbury Report (UK, 1992), the Principles of Corporate Governance (OECD, 1998 and 2004), the Sarbanes-Oxley Act of 2002 (US, 2002).

Rights and equitable treatment of shareholders:[15][16][17] Organizations should respect the rights of shareholders and help shareholders to exercise those rights. They can help shareholders exercise their rights by openly and effectively communicating information and by encouraging shareholders to participate in general meetings.

Interests of other stakeholders:[18] Organizations should recognize that they have legal, contractual, social, and market driven obligations to non-shareholder stakeholders, including employees, investors, creditors, suppliers, local communities, customers, and policy makers.

Role and responsibilities of the board: [19][20] The board needs sufficient relevant skills and understanding to review and challenge management performance. It also needs adequate size and appropriate levels of independence and commitment.

Integrity and ethical behavior: [21][22] Integrity should be a fundamental requirement in choosing corporate officers and board members. Organizations should develop a code of conduct for their directors and executives that promotes ethical and responsible decision making.

Disclosure and transparency: [23][24] Organizations should clarify and make publicly known the roles and responsibilities of board and management to provide stakeholders with a level of accountability. They should also implement procedures to independently verify and safeguard the integrity of the company’s financial reporting. Disclosure of material matters concerning the organization should be timely and balanced to ensure that all investors have access to clear, factual information.


2. KDC Board of Directors

The Company’s management and employees through the supervision of the Board, conduct the Company’s business with the objective of enhancing the long-term value of the Company for the benefit of its shareholders. The Board is elected by the shareholders to oversee the management of the Company and to help assure that the interests of the shareholders are served.


3. KDC Board Composition

The Company has a policy of to maintain a board of not less than three members, with the exact number to be fixed from time to time by the Board (subject to the rights of holders of any series of preferred stock which the Company may issue in the future).

The company dedicated to include a Non-Executive director for increasing its adherence to the Corporate Governance Rules.


4. KDC Director’s Qualifications

Candidates for nomination or reelection to the Board should possess the following qualifications, among others:

• the highest level of personal and professional ethics, integrity and values;

• expertise that is useful to the Company and complementary to the background and expertise of the other members of the Board;

• a willingness and ability to devote the time necessary to carry out the duties and responsibilities of Board membership;

• a desire to ensure that the Company’s operations and financial reporting are effected in a transparent manner and in compliance with applicable laws, rules and regulations; and

• a dedication to the representation of the best interests of the Company and all of its shareholders.


5. KDC Director’s Responsibilities

The business and affairs of the Company will be managed under the direction of the Board in accordance with the relevant applicable Cypriot law. The Board has developed a number of specific expectations (not an exhaustive list) for the directors.

• Commitment and Attendance: Directors should make every effort to attend, whether in person or telephonically, meetings of the Board and meetings of Board committees on which they serve. Directors are expected to review all materials provided at or in advance of meetings of the Board and its committees.

• Participation in Meeting: Each director should be sufficiently familiar with the business of the Company and its subsidiaries to facilitate active and effective participation in the deliberations of the Board and of each committee on which he serves.

• Ethics and Conflicts of Interest: The Company has developed a Code of Business Conduct. Directors are expected to be familiar with and to adhere to that Code, including, for example, its provisions governing conflicts of interest.

• Confidentiality: The proceedings and deliberations of the Board and its committees are confidential. Each director should maintain the confidentiality of information received in connection with his service as a director.


6. Director Access to Management

Each director will have unabridged access to senior management and other employees of the Company in order to become and remain informed about the Company’s business and for any other purpose relevant to the fulfillment of the responsibilities of a member of the Board.


7. Director Compensation

The Board should annually review the form and amount of all types of compensation to be paid by the Company to or on behalf of members of the Board, including, without limitation, cash fees, stock incentives and contributions to charities at the behest of Board members.


8. Continuing Education

The Company will facilitate the participation of all Board members in continuing education programs, at the expense of the Company, that are relevant to the business and affairs of the Company and the fulfillment of the directors’ responsibilities as members of the Board.


9. Self-Evaluation

Each year, the Board will conduct a self-evaluation to determine whether it is functioning effectively. In connection with the annual self-evaluation, the Chair of the Nominating and Corporate Governance Committee will be responsible for seeking from each director his evaluation of the performance of the Board. The Board will discuss these evaluations and determine what, if any, action should be taken to improve its performance.