• Audit and Compliance Committee
• Remuneration Committee
• Corporate Governance Committee

Each Committee is governed by a charter which sets out its responsibilities. The composition of each Committee is reviewed on an annual basis by the Corporate Governance Committee which makes recommendations to the Board. Each Charter is reviewed annually by the Board
and each Committee makes an annual report to the Board of Directors.

The Committee Reports for 2007 are set out hereunder.

• Mr. Selby Wilson (Chairman)
• Mr. Imitiaz Ahamad
• Mr. Peter Ganteaume
• Mr. Arthur Lok Jack

The Committee is governed by a charter which sets out its responsibilities for the financial statements, internal controls, the internal audit function, external audit and the compliance function. During 2007 the Committee held five meetings which enabled it to discharge its responsibilities.

Independence of the Group Internal Auditor
The Committee is satisfied that the Group Internal Auditor and the Internal Audit staff perform their duties in an objective and transparent manner. Further, the Committee has satisfied itself that the performance of the function is in no way subject to management’s undue influence.

Structure of the Group Internal Audit Function
The chief audit executive (the Group Internal Auditor) reports functionally to the GHL Audit Committee, with an administrative reporting relationship to the Group Chief Executive Officer. The Group Internal Auditor has complete and direct functional and administrative responsibility for the Group’s internal audit staff.

Internal Control and the Internal Audit Function
The internal audit function is a key element in assessing the adequacy and effectiveness of the Group’s internal control systems. Significant weaknesses in internal controls noted by the internal auditors and management’s risk corrective actions were presented to the Committee at
each meeting during the year under review. The Committee members are satisfied that the risk corrective actions identified by management for implementation will address the weaknesses in internal controls that were highlighted in the internal audit reports presented to them. The Audit and Compliance Committee is confident that the internal audit department is effectively carrying out its responsibilities as set out in the internal audit charter.

External Audit
The Audit and Compliance Committee has reviewed and approved the external auditor’s proposed audit scope and approach for the 2007 financial year. The members are satisfied that PricewaterhouseCoopers has planned the audit to obtain reasonable assurance that the
financial statements are free of material misstatement and present a fair view of the financial position of the Group as at December 31, 2007 and the results of its operations and its cash flows for the year then ended in accordance with International Financial Reporting Standards.

Financial Statements
During 2007, the interim unaudited financial statements were presented to the Committee at its quarterly meetings. The Committee is satisfied that the audited annual financial statements are complete, consistent with information known to its members and in conformity with
appropriate accounting principles.

Developments During 2007
The Audit and Compliance Committee conducted its annual self-assessment for the financial year 2007 and is currently finalising recommendations to be made to the GHL Board of Directors which would serve to improve the effectiveness of the Audit and Compliance
Committee, the Internal Audit function and the Group Compliance Function.

The Compliance Function
The Group Vice President - Compliance (Head of Group Compliance) reports to the GHL Audit and Compliance Committee and leads the Group Compliance Unit. The remit of the Unit is to provide assurance to the Board that the GHL Group complies with all applicable laws, regulations, and internal policies, codes of conduct and standards of good practice in those jurisdictions in which its businesses operate. The Group Compliance Unit is vested with the authority to formulate and establish procedures to facilitate the implementation and enforcement of the Group’s Anti-Money Laundering Compliance Policy and the Group Compliance Policy adopted by the Board of Guardian Holdings in 2004.

The Unit has established a compliance reporting framework throughout the Group and receives periodic compliance reports from the business units on compliance with applicable laws and regulations, regulatory developments and compliance issues. The Unit reports quarterly to the Audit and Compliance Committee and during the year under review reported to the Committee on the status of each business unit’s compliance with applicable laws and regulations, regulatory developments and the follow up and resolution of compliance issues. The Committee is satisfied that compliance issues raised during the year have been properly followed up and resolved and that there are no material issues remaining unresolved at the year end.

1. Remuneration packages of the Chairman and members of the boards of directors of all GHL Group Companies; and
2. Remuneration, performance and incentive awards for senior executives of all GHL Group Companies as identified from time to time by the Committee and making recommendations with respect to the recruitment, engagement and promotion of senior executives of the
   GHL Group as identified from time to time by the Committee.

The standing members of the Committee are:

• Mr. Peter July (Chairman)
• Mr. Philip Hamel-Smith
• Mr. Antony Lancaster
• Mr. Arthur Lok Jack

Mr. Hamel-Smith was appointed as a standing member of the Committee to fill the vacancy created on the death of Dr. George Phillip and Mr. Lancaster was also appointed as an additional member of the Committee. Mr. Peter Ganteaume served as a temporary member of the Committee during the leave of absence of Mr. Peter July during 2007. The Committee held two meetings during 2007 to effectively discharge the responsibilities outlined in its Charter. In the course of these meetings the Committee considered the following matters on which it
made recommendations to the GHL board:

• Review of Executive Remuneration
• Review of Director Remuneration
• Consideration of revisions to the Share Option Plan for Executives
• CEO and Executive Performance Awards for 2006

• Mr. Philip Hamel-Smith (Chairman)
• Mr. Peter Ganteaume
• Mr. Peter July
• Mr. Antony Lancaster
• Mr. Arthur Lok Jack

The objectives of the Corporate Governance Committee are to develop, implement and periodically review guidelines for appropriate corporate governance of the GHL Group. The Corporate Governance Committee’s responsibilities include:

• Making recommendations to the board of Directors of GHL on the composition of the Board and its Committees;
• Identifying and nominating for the approval of the GHL Board suitable candidates to fill vacancies on the boards of directors and board committees of GHL and its major operating subsidiaries;
• Developing and implementing processes to assess Board and Committee effectiveness;
• Fostering a system to prevent any improper influence or the perception of any improper influence on the decision-making of the directors, officers and employees of the GHL Group by outside interests, including those of related parties.

The first meeting of the newly constituted Committee was held in October 2007 at which time the Committee considered its charter and reviewed the Group’s Insider Trading and Conflict of Interests Policies. At that meeting the Committee also reviewed Board and Committee
compositions. Following this review vacancies were filled on the boards of certain of the Group’s subsidiaries on the recommendation of the Committee.