SECTION 3: NOMINATION AND APPOINTMENT PROCESS

Section 3: Nomination and Appointment Process | 55 It is important that Board Committees meet their own independence provisions, and have the right balance of skills and experience. Although the Code does not explicitly restrict the number of Committees a director can serve on, there is a need to ensure that the workload of directors, including Committee work, is shared equitably. That said, some common membership amongst the Committees can help to improve communication and coordination. 3.8.7 The Code requires that a description of the process for the selection, appointment and reappointment of directors to the Board; and key information regarding directors be disclosed in the company’s annual report (including listed company directorships and principal commitments of each director) 35 . 3.9 Board Renewal and Continuity 3.9.1 At all times, the Board should maintain an appropriate set of skills and experience within the company, and on the Board. However, as highlighted in subsection 3.5.9, it is important that the Board is also progressively refreshed. This ensures new perspectives of company matters. As highlighted in subsection 3.5.12, the Board’s composition may need to be reviewed because of changes in the company’s strategic direction (for example, intention to venture into a different industry), the tenure of current directors and the independent status of directors. These changes give rise to the need to add or remove individuals so that the new Board has the collective expertise and knowledge as well as independence to provide the company with oversight and insights that are aligned with the company’s new goals. Conversely, if the company does not have a change in strategic direction and has no issue with the tenure or independent status of the directors, the need for change should be balanced against a general preference for Board continuity. Current directors can continue to apply their knowledge and experience as well as gain 35 Provisions 4.3 and 4.5 of the Code. 3B-2 3B-3