Governance :

The Board of Directors has delegated to management the responsibility for the day to day management of the business of the Company in the accordance with the Company’s Operations Management Framework which has been adopted by the Board of Directors. The Operations Management Framework sets out the overall authority of the Company’s management team as well as the level of management approval required for the various types of operations and transactions that make up the ordinary course of the Company’s business.

Ixtel is committed to ensuring that its policies and practices reflect a high standard of governance. The Board has adopted a comprehensive framework of Corporate Governance Guidelines, designed to balance properly performance & conformance. This enables ixtel to undertake, in an effective manner, the prudent risk-taking activities which are the basis of its business. The Corporate Governance Committee of the Board of Directors has responsibility for all corporate governance matters including making recommendations.

The Executive Chairman role allows devoting his time to the development & implementation of strategic initiatives, including strengthening the Company’s partnerships with existing clients and fostering key relationships that lead to new business, including large outsourcing and contracts and strategic acquisitions. The natures of the Executive Chairman’s responsibilities are such that he is a senior executive officer of the Company and is not an independent chairman of the Board.

All operational and corporate functions, other than the office of the Executive Chairman and the corporate secretariat which report to the Executive Chairman, report to the Chief Executive Officer who reports directly to the Board of Directors. The Chief Executive Officer, jointly with the management team, develops the strategies and corporate objectives that are approved by the Board of Directors.

Taken together, the Operations Management Framework and the corporate objectives approved by the Board of Directors annually define the scope of management’s authority & responsibilities, including those of the Executive Chairman & of the Chief Executive Officer, about the Company’s day to day operations & the attainment of its objectives The Chief Executive Officer table reports to the Board of Directors at each regularly scheduled Board meeting and their performance relative to objectives is assessed annually.

Structure of the Board of Directors :

The ixtel board of directors is made up of three non-executive directors along with the ixtel executive chairman, chief executive officer, and the finance director which are three

Standing Committees :

• The Human Resources Committee
• The Audit and Risk Management Committee
• Business Strategy Committee
• CSR & Compliance Committee