II. Board Composition and Size
The members of the Board should collectively possess a broad range of skills, expertise, industry and other knowledge, and business and other experience useful to the effective oversight of GCG’s business.

III. Selection of Chairman
The Board shall select its Chairman in any way it considers in the best interests of the Company. Therefore, the Board does not have a policy on whether the role of Chairman and MD should be separate or combined and, if it is to be separate, whether the Chairman should be selected from the independent directors or should be an employee of the Company.

IV. Selection of Directors
Nominations and Appointments. The Board shall be responsible for identifying and recommending qualified candidates for Board membership, based primarily on the following criteria:

• Judgment, character, expertise, skills and knowledge useful to the oversight of the Company's business;
• Diversity of viewpoints, backgrounds, experiences, and other demographics;
• Business or other relevant experience; and
• The extent to which the interplay of the candidate's expertise, skills, knowledge and experience with that of other Board members will build a Board that is effective, collegial and responsive to the needs of GCG.

The Management Team and the Board shall give appropriate consideration to candidates for Board membership nominated by shareholders in accordance with the Company's by-laws, and shall evaluate such candidates in the same manner as other candidates identified. The Board may use outside consultants to assist in identifying candidates. Members of the Board discuss and evaluate possible candidates in detail.

The Board shall also be responsible for initially assessing whether a candidate would be an Independent Director. The Board, taking into consideration the recommendations, shall be responsible for selecting the nominees for election to the Board by the shareholders and for appointing directors to the Board to fill vacancies, with primary emphasis on the criteria set forth above.

Invitations. The invitation to join the Board shall be extended by the Board via the Chairman or another independent director of the Company designated by the Chairman.

V. Continuation as a Director
Review of Continuation Based on Annual Evaluation. Annually, the Board shall review the director's continuation on the Board, and recommend to the Board whether, in light of all the circumstances, the Board should accept such proposed retirement or request that the director continue to serve.

Resignation of Chairman or Managing Director. A Chairman or MD who resigns from that position shall tender to the Board such Chairman or MD's proposed resignation from the Board. The Board shall review the director's continuation on the Board, and recommend whether, in light of all the circumstances, the Board should accept such proposed resignation or request that the director continue to serve.

Change in Job Responsibility. When a director's principal occupation or business association changes substantially from the position he or she held when originally invited to join the Board, the director shall tender such director's proposed resignation from the Board. The Board shall review the director's continuation on the Board, and recommend to the Board whether, in light of all the circumstances, the Board should accept such proposed resignation or request that the director continue to serve.

VI. Board Meetings
The agenda for each Board meeting shall be established by the Chairman and MD. Any Board member may suggest the inclusion of additional subjects on the agenda. The agenda for each meeting shall be established by the chairperson in consultation with appropriate members of the Board and with management. Although management will seek to provide appropriate materials in advance of Board meetings, this will not always be consistent with the timing of transactions and the operations of the business, and in certain cases it may not be possible to circulate materials in advance of the meeting. Materials presented to the Board members should provide the information needed for the directors to make an informed judgment or engage in informed discussion.

At least annually, the Chairman and MDs shall issue to the other Board members a schedule of the foreseeable primary agenda subjects intended to be discussed by the Board.

The agenda, materials and minutes for each meeting shall be available to all directors. In addition, all directors shall be free to make suggestions to the chairperson for additions to the agenda.


VII. Executive Sessions
To ensure free and open discussion and communication among the non-management directors, these directors shall meet in executive session at least twice a year with no members of management present. The chairperson the Board shall preside at the executive sessions, unless the non-management directors determine otherwise.

These executive sessions shall serve as the forum for the annual evaluation of the performance of the MDs, the annual review of the MDs plan for management succession and the annual evaluation of the performance of the Board.

VIII. Board Responsibilities
The business and affairs of the Company are managed by or under the direction of the Board in accordance with Dubai law. The Board's responsibility is to provide direction and oversight. The Board establishes the strategic direction of the Company and oversees the performance of the Company's business and management. The management of the Company is responsible for presenting strategic plans to the Board for review and approval and for implementing the Company's strategic direction. In performing their duties, the primary responsibility of the directors is to exercise their business judgment in the best interests of the Company.

Certain specific corporate governance functions of the Board are set forth below:

1. Management Succession. The Board shall review and concur in a management succession plan, developed by the MDs, to ensure continuity in senior management. This plan, on which the MDs shall report at least annually, shall address:

• emergency MDs succession;
• MDs succession in the ordinary course of business; and
• succession for the other members of senior management. The plan shall include an assessment of senior management experience, performance, skills and planned career paths.

2. Evaluating the MDs. The Board shall annually conduct an evaluation of the performance of the MDs.

3. Reviewing and Approving Significant Transactions. Board approval of a particular transaction may be appropriate because of several factors, including:

• legal or regulatory requirements,
• the materiality of the transaction to the Company's financial performance, risk profile or business,
• the terms of the transaction, or
• other factors, such as the entering into of a new line of business or a variation from the Company's strategic plan.

To the extent the Board determines it to be appropriate; the Board shall develop standards to be utilized by management in determining types of transactions that should be submitted to the Board for review and approval or notification.

IX. Expectations for Directors
The Board has developed a number of specific expectations of Directors to promote the discharge by the directors of their responsibilities and to promote the efficient conduct of the Board's business. It is understood that the independent directors are not full-time employees of the Company.

1. Commitment and Attendance. All Directors should make every effort to attend meetings of the Board. Attendance by telephone or video conference may be used to facilitate a Director's attendance.
   
   
2. Participation in Meetings. Each Director should be sufficiently familiar with the business of the Company, including its financial statements and capital structure, and the risks and the competition it faces, to ensure active and effective participation in the deliberations of the Board. Upon request, management shall make appropriate personnel available to answer any questions a director may have about any aspect of the Company's business. Directors should also review the materials provided by management and advisors in advance of the meetings of the Board and should arrive prepared to discuss the issues presented.
   
   
3. Loyalty and Ethics. In their roles as Directors, all directors owe a duty of loyalty to the Company. This duty of loyalty mandates that the best interests of the Company take precedence over any interest possessed by a director.
   
   The Company has adopted a Code of Business Conduct and Ethics. Certain portions of the Code deal with activities of directors, particularly with respect to potential conflicts of interest, the taking of corporate opportunities for personal use, and transactions in the securities of the Company. Directors should be familiar with the Code's provisions in these areas and should consult with one of the Company's General Counsel in the event of any issues.
   
   
4. Other Directorships and Significant Activities. The Company values the experience Directors bring from other boards on which they serve and other activities in which they participate, but recognizes that those boards and activities may also present demands on a director's time and availability and may present conflicts or legal issues, including independence issues. Directors should advise the chairperson of the Board and the MDs before accepting membership on other boards of directors or any audit committee or other significant committee assignment on any other board of directors, or establishing other significant relationships with businesses, institutions, governmental units or regulatory entities, particularly those that may result in significant time commitments or a change in the director's relationship to the Company.
   
   
5. Contact with Management. All directors shall be free to contact the MDs at any time to discuss any aspect of the Company's business. The Board expects that there will be frequent opportunities for Directors to meet with the MDs and other members of management in Board meetings, or in other formal or informal settings.
   
   Further, the Board encourages management to bring into Board meetings from time to time (or otherwise make available to Board members) individuals who can provide additional insight into the items being discussed because of personal involvement and substantial knowledge in those areas.
   
   
6. Speaking on Behalf of the Company. It is important that the Company speak to employees and outside constituencies with a single voice, and that management serve as the primary spokesperson. If a situation does arise in which it seems necessary for a non-management director to speak on behalf of the Company to one of these constituencies, the Director should consult with the MDs.
   
   
7. Confidentiality. The proceedings and deliberations of the Board shall be confidential. Each Director shall maintain the confidentiality of information received in connection with his or her service as a Director.