SECTION 3: NOMINATION AND APPOINTMENT PROCESS

52 | Nominating Committee Guide The following should be submitted to the Board for discussion and approval 32 : • A summary of the search and nominating process including the selection criteria used. • Resumes and background search results of the nominees (including a summary of the nominee’s existing directorships, principal commitments, interests, and any matter that may potentially affect his independence). • The list and evaluation of the successful nominees, as well as reasons for their selection. • The list of unsuccessful candidates and the reasons for not selecting them. 3.7 Use of Third Parties 3.7.1 When sourcing prospective candidates, the NC should consult all relevant sources it deems appropriate. This includes working with external advisers to extend the reach of the search, help identify and evaluate prospective candidates, and conduct background checks on successful candidates. External advisers include search firms and organisations such as SID which provides an affordable Board Appointment Service for corporates to search from its membership. 3.7.2 If third parties are used to source candidates, the NC should ensure the quality and value of the services rendered. Multiple providers should be considered in the selection process. References can be checked. The reason, and approach, for appointing a particular external adviser should be documented. 3.7.3 When dealing with third parties, due care should be taken to ensure that confidential information relating to the assignment is not disclosed to any other party. To that end, the NCmay consider requiring the third parties to sign a non-disclosure agreement and 32 MR 720(5) and CR 720(5) requires key information on directors, as set out in Appendix 7.4.1/ Appendix 7F, to be provided together with each resolution on the proposed appointment or reappointment of directors. 3A-10 3A-11

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