SECTION 3: NOMINATION AND APPOINTMENT PROCESS

56 | Nominating Committee Guide a deeper understanding of the company’s business. This will result in more effective contribution to shareholders’ value and keep the company operationally and culturally stable. 3.9.2 By progressively refreshing the Board and limiting the tenure, the risk of directors becoming too familiar with senior management and jeopardising their ability to exercise independent and objective judgement, is reduced. The Board should not solely rely on tenure limits of directors to achieve the Board renewal process. The NC should strive for renewal and continuity by including a mix of tenures on the Board in its periodic review of the effectiveness of the Board. This includes: • Periodic renomination and reappointment of directors . All directors are required to submit themselves for nomination and reappointment at regular intervals, and at least once every three years 36 . The NC should consider the following factors when evaluating current directors for nomination and reappointment to the Board: − Established term limits, and average and differing tenures. − Established age limits, if any. − Conduct of Board members (for example, attendance, preparedness, participation, conduct at meetings, and candour). − Performance (for example, self-assessment, peer assessment and Board evaluation). − The size, composition and diversity of the Board in the light of current challenges and future strategic plans of the company. − Availability of appropriate people willing to serve on the Board. − Support shown by shareholders. 36 MR 720(5) and CR 720(4). 3A-14

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