China XLX Fertiliser Ltd

CORPORATE GOVERNANCE REPORTThe Articles of Association of the Company require one-third of the Board to retire from office at each AnnualGeneral Meeting (“AGM”). Accordingly, the Directors will submit themselves for re-nomination and re-electionat regular intervals of at least once every three years. The Company has in place policies and procedures for theappointment of new directors to the Board, including a search and nomination process.Board PerformancePrinciple 5: There should be a formal assessment of the effectiveness of the Board as a whole and the contributionby each director to the effectiveness of the Board.The Nominating Committee (“NC”) examines the Board’s size on an annual basis to satisfy that it is appropriate foreffective decision making, taking into account the nature and scope of the Company’s operations.The Nominating Committee has reviewed and evaluated the performance of the Board, taking into considerationthe attendance record at the meetings of the Board and Board Committees and also the contribution of eachDirector to the effectiveness of the Board.Where a Director has multiple board representations, the Nominating Committee will evaluate whether or not theDirector is able to carry out and has been adequately carrying out his duties as a director of the Company.For the current year, the Board is satisfied that each director has allocated sufficient time and resources to theaffairs of the Company.Access to InformationPrinciple 6: In order to fulfill their responsibilities, Board members should be provided with complete, adequateand timely information prior to board meetings and on an on-going basis.All directors are from time to time furnished with information concerning the Company to enable them to be fullycognisant of the decisions and actions of the Company’s executive management. The Board has unrestricted accessto the Company’s records and information.Senior members of management staff are available to provide explanatory information in the form of briefingsto the directors or formal presentations in attendance at Board meetings, or by external consultants engaged onspecific projects.The Board has separate and independent access to the Company Secretary and to other senior managementexecutives of the Company and of the Group at all times in carrying out their duties. The Company Secretary orher representative attends all Board meetings and meetings of the Board committees of the Company and ensurethat Board procedures are followed and that applicable rules and regulations are complied with. The minutes ofall Board committees’ meetings are circulated to the Board.Each director has the right to seek independent legal and other professional advice, at the Company’s expense,concerning any aspect of the Group’s operations or undertakings in order to fulfill their duties and responsibilitiesas directors.Annual Report 200828