SECTION 3: NOMINATION AND APPOINTMENT PROCESS

38 | Nominating Committee Guide 3.2 Types of Directors 3.2.1 While all directors have broadly the same set of legal responsibilities, it is useful to distinguish between the different types of directors and their characteristics. 3.2.2 Typically, directors are distinguished by two main attributes: executive or non-executive, and independent or non- independent. 3.2.3 The main differences between Executive Directors (EDs) and Non-Executive Directors (NEDs) lie in the amount of time they spend on company matters (EDs are typically full time), their depth of involvement in the company (EDs are part of the management of the company and are involved in day-to-day operations and decision-making), and their level of compensation (the compensation of EDs is comparatively much more than NEDs). 3.2.4 An Independent Director (ID) has no significant relationships that may interfere with his ability to make independent judgements in the best interests of the company and its shareholders. What constitutes independence (and its ramifications) is an important subject, and this is separately covered in Section 4 (Director Independence) of this Guide. EDs are not deemed independent because they are, by definition, a part of management and are likely to be financially dependent on the remuneration from the company. NEDs, however, may or may not be independent. If an NED meets the criteria for independence (see subsection 4.4), he is considered to be an ID; otherwise, he is a Non-Independent Non- Executive Director (NI-NED).