Directors - Caribbean Cement Company Limited

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Board Sub-CommitteesAudit CommitteeMembers: Dr. J. Robinson, ChairpersonMr. Y. OmarFinance CommitteeMembers: Mr. B. Young, ChairmanDr. R. BertrandMr. H. HoseinDr. J. RobinsonExpansion & Modernization Programme Committee (E & M)Members: Dr. R. Bertrand, Chairman Mr. Y. OmarMr. B. FrancisDr. J. RobinsonMr. H. HoseinMr. P. StockhausenMr. D. JonesMr. B. YoungMr. P. Lyew-Ayee Mr. F. ZambranoCorporate GovernanceThe Corporate Governance Committee was established by Trinidad Cement Limited on 4 March 2005. CaribbeanCement Company Limited is a subsidiary of Trinidad Cement Limited and several members of its Board of Directors,namely Messrs. Young and Omar, serve on the Trinidad Cement Limited Corporate Governance Committee.The Corporate Governance Committee was established to provide guidance and assistance to the Subsidiary Boardof Directors in respect of the following matters:Identifying individuals qualified to become members of the Company’s Board of Directors and proposing suchcandidates for election by the Board to fill any casual vacancies or by shareholders at Annual or Special Meetings;Developing and recommending to the Board of Directors corporate governance guidelines addressing the followingsubjects:(i) Director qualification standards(ii) Director responsibilities(iii) Director access to management and, as necessary and appropriate, independent advisors(iv) Non-employee director compensation(v) Director orientation and continuing education(vi) Management successionOverseeing of the Company’s financial policies and strategiesOverseeing of the Company’s risk management functionsRecommending, as and when required, individuals to serve as committee members and chairmen.Considering and reporting to the Board on any issues relating to conflicts of interest of Board members.Developing a code of ethics and expectations for Board Members and officers.Recommending processes for annual evaluation of the performance of the Board and Board Committees andoverseeing the annual evaluation exercise.Annually reviewing the adequacy of this charter and recommending any proposed changes to the Board forapproval.6CARIBBEAN CEMENT COMPANY & ITS SUBSIDIARIES
Objectives of the BoardAudit CommitteeTo increase the credibility and objectivity of financial reports;To ensure that an effective system of internal controls is established and maintained by the Company;To help Directors meet their responsibilities, especially for accountability;To strengthen the role of the outside Directors by facilitating in-depth discussions between Directors on theCommittee, management and external auditors;To provide better communication between Directors and external auditors.Finance CommitteeTo enhance the financial strength and shareholder value of CCCL by providing guidance and recommendationson issues which have a major financial impact on the Company.To enhance communication and understanding between CCCL’s Management and the Board of Directors onfinancial matters.Expansion & Modernization Programme Committee (E&M)The E & M Committee is charged with oversight responsibility for the execution of the plant Expansion andModernization Programme.7ANNUAL REPORT 2008
Page 3 and 4: Corporate DataCARIBBEAN CEMENT COMP
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Directors - Caribbean Cement Company Limited

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