SECTION 3: NOMINATION AND APPOINTMENT PROCESS

Section 3: Nomination and Appointment Process | 49 • The current diversity of the Board and how it would change with the expected departures. • The types of directors needed given the company’s future strategic directions. • Evaluation results of the Board and Board Committees. To better understand the background and profiles of directors needed, the NCmay also consult with the Board Chairman, other Board members, and key members of senior management. 3.6.4 During the search process, the NC can tap on the personal contacts of current directors and senior management for recommendations of prospective candidates. The Board or NC can also consider professional networking sessions, input from shareholders, and the use of third-party executive/Board search firms at the company’s expense 26 . Section 3.7 of this Guide discusses in further detail the appointment of third party advisers in the selection process. 3.6.5 Each Board should establish a policy regarding how it intends to deal with nominations of directors by shareholders. Proxy access allows shareholders to nominate their own candidates for directors against those nominated by the company. As a general rule, candidates nominated by shareholders should be considered on the same criteria as those used to evaluate Board nominees. 3.6.6 The NC should then shortlist candidates using the director profiles developed. 3.6.7 In addition to matching candidates to the desired director profiles, the NC should assess candidates on the following criteria: • Director independence. • Potential impact on boardroom dynamics. 26 Provision 1.7 of the Code. 3A-6 3A-7