PREAMBLE

This Charter is being established to form a basis and constitute the principles and Best Practices which the Company would adopt and be governed by. The basic guidelines were mainly extracted from the Combined Code on Corporate Governance issued by the Financial Reporting Council of the United Kingdom and compiled by the Corporate Governance Committee of the Private Sector Organisation of Jamaica.

MEMBERSHIP/ORGANISATION

The Corporate Governance Committee (“the Committee”) is appointed by the Board of Directors (“the Board”) of Salada Foods Jamaica Limited. The Committee shall consist of at least three Directors. The Committee members shall be appointed by the Board and may be removed by the Board in its discretion. The Chairman of the Committee shall be designated by the Board.

MEETINGS

The Committee shall meet, at least, on a quarterly basis to perform the responsibilities of the Committee and/or where the Committee deems it necessary to do so. Two members of the Committee shall form a quorum.

BOARD COMPOSITION

There should be a strong and independent non-executive element on the Board. The Board should include a balance of non-executive directors of sufficient caliber and number for their views to carry significant weight in the Board’s decision.

The majority of Directors should be independent of management and free from any business or other relationship which could materially interfere with the exercise of their independent judgment.