Nominations Committee Terms of Reference
Adopted on 15th December 2009

1. Introduction

   The Board of Directors of New Britain Palm Oil Limited (the "Board") has established the Board Nomination Committee (Committee) to consider the size, structure and composition of the Board, the retirement and appointment of Directors, and to make recommendations to the Board in relation to these matters.

   The Board, in consultation with the Committee, may from time to time review and where required change the Committee's Terms of Reference ("TOR").

2. Authority

   The Board has approved the establishment of the Committee. Within the scope of its responsibilities as outlined in this TOR, the Committee is generally authorised to:

   1. seek any information from any employees or any external party;

   2. obtain legal or other professional advice if necessary; and

   3. require the attendance of any employee at Committee meetings.

3. Membership

   1. Members of the Committee shall be appointed by the Board. The Committee shall be made up of at least 3 members, all of whom shall be non-executive directors. The chairman of the Board may also serve on the Committee as an additional member if he or she was considered independent.

   2. The Board shall appoint the Committee Chairman who shall be an non-executive director. In the absence of the Committee Chairman, the remaining members present shall elect one of themselves to chair the meeting. The chairman of the Board shall not be chairman of the Committee.

   3. The Committee may at its discretion invite any member of the Company such as the chief executive and external advisers to attend all or part of any meeting as and when appropriate.

4. Secretary

   The Company secretary or the Committee's nominee shall act as the secretary of the Committee.

5. Quorum

   The quorum necessary to transact business shall be two. A duly convened meeting shall be competent to exercise all or any of the authorities, powers and discretions vested in or exercisable by the Committee.

6. Meetings

   The Committee shall at least once a year and at such other times as the Chairman of the Committee shall require.

7. Notice of Meetings

   Meetings of the Committee shall be summoned by the secretary of the Committee at the request of any of its members.

8. Minutes of Meetings

   The secretary shall minute the proceedings and resolutions of all Committee meetings, including the names of those present and in attendance.

9. Annual General Meeting

   The chairman of the Committee shall attend the annual general meeting and be prepared to respond to any shareholder questions on the Committee's activities.

10. Funding

    NBPOL will provide appropriate funding, as determined by the Committee for payment of:

    1. compensation of any legal or other advisers employed by the Committee; and

    2. ordinary administrative expenses of the Committee that are necessary or appropriate in carrying out its duties.

11. Duties and Authorities

The Committee shall:

1. regularly review the structure, size and composition (including the skills, knowledge and experience) of the Board and make recommendations to the Board with regard to any changes;

2. give full consideration to succession planning for directors and other senior executives in the course of its work, taking into account the challenges and opportunities facing the Company, and what skills and expertise are therefore needed on the Board in the future;

3. be responsible for identifying and nominating for the approval of the Board, candidates to fill Board vacancies as and when they arise;

4. before any appointment is made by the Board, evaluate the balance of skills, knowledge and experience on the Board, and, in the light of this evaluation prepare a description of the role and capabilities required for a particular appointment. In identifying suitable candidates the Committee shall:

   1. use open advertising or the services of external advisers to facilitate the search where necessary;

   2. consider candidates from a wide range of backgrounds;

   3. consider candidates on merit and against objective criteria, taking care that appointees have enough time available to devote to the position;

5. keep under review the leadership needs of the Company, both executive and non-executive, with a view to ensuring the continued ability of the Company to compete effectively in the marketplace;

6. keep up to date and fully informed about strategic issues and commercial changes affecting the Company and the market in which it operates;

7. review annually the time required from non-executive directors. Performance evaluation should be used to assess whether the non-executive directors are spending enough time to fulfill their duties.

8. ensure that on appointment to the Board, non-executive directors receive a formal letter of appointment setting out clearly what is expected of them in terms of time commitment, Committee service and involvement outside Board meetings;

9. make recommendations to the Board concerning:

   1. formulating plans for succession for both executive and non-executive directors and in particular for the key roles of chairman and chief executive,

   2. suitable candidates for the role of senior independent director;

   3. membership of the audit and remuneration Committees, in consultation with the chairmen of those Committees;

   4. the re-appointment of any non-executive director at the conclusion of their specified term of office having given due regard to their performance and ability to continue to contribute to the Board in the light of the knowledge, skills and experience required;

   5. the re-election by shareholders of any director under the "retirement by rotation" provisions in the Company's constitution having due regard to their performance and ability to continue to contribute to the Board in the light of the knowledge, skills and experience required;

   6. any matters relating to the continuation in office of any director at any time including the suspension or termination of service of an executive director as an employee of the Company subject to the provisions of the law and their service contract;

   7. the appointment of any director to executive or other office

12. Reporting Responsibilties

    1. The Committee chairman shall report formally to the Board on its proceedings after each meeting on all matters within its duties and responsibilities.

    2. The Committee shall make whatever recommendations to the Board it deems appropriate on any area within its remit where action or improvement is needed.

    3. The Committee shall include in the Company's Annual Report a report of its activities.

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