SECTION 3: NOMINATION AND APPOINTMENT PROCESS

Section 3: Nomination and Appointment Process | 37 3.1 Introduction 3.1.1 The Code recommends that every listed company should have a formal and transparent process for the appointment and reappointment of directors to the Board 1 . Specifically, the NC is tasked with providing recommendations to the Board including the following matters 2 : • The structure, size and composition of the Board and the Board Committees. • The appointment and reappointment of all directors (including Alternate Directors). • The review and confirmation of the independence of each director. 3.1.2 A structured nomination and appointment process enables the NC to effectively identify individuals with the right set and mix of skills, knowledge, experience, and attributes that will best enable the Board to discharge its duties. This section sets out the requirements and leading practices in the nomination and appointment process as follows: • The different types of directors in a company. • The qualifications that directors should have legally and as a leading practice. • The composition of a Board with respect to size, structure and makeup of its members. • The importance and meaning of board diversity. • The nomination process. • The use of external advisers for director search. • The appointment and election process for directors. • The value and process for ensuring Board renewal and continuity. • The means and process for cessation of directorships. 1 Principle 4 of the Code. 2 Provision 4.1 of the Code.