To assist the Board of Directors in ensuring compliance with good corporate governance principles, the following committees have been formed:

The Executive Committee which exercises, in between meetings of the Board, all the powers of the Board (except those powers expressly reserved by applicable law to the Board) in the management and direction of the business and conduct of the affairs of the Company, subject to any specific directions given by the Board.

The Audit Committee assists the Company’s Board in discharging its responsibilities with regard to financial reporting, external and internal audits and controls, including reviewing Pacific Online’s quarterly and annual financial statements, considering the scope of the Company’s annual external audit, approving the Company’s internal audit program, advising on the appointment of external auditors, and reviewing the effectiveness of the Company’s internal control systems and risk management systems.

The Risk Committee will assist the Board in providing framework to identify, assess, monitor and manage the risks associated with the Company’s business. It helps the Board to adopt practices designed to identify significant areas of business and financial risks and to effectively manage those risks in accordance with Company’s risk profile.

The Corporate Governance Committee is tasked with ensuring compliance with, and proper observance of, corporate governance principles and practices.

The Committee shall be responsible for reviewing all material related party transactions of the Company and ensuring that all RPTs are conducted on a fair and arms-length basis. Transactions considered material are subject to review by the Committee prior to Board approval and Management execution.