SECTION 3: NOMINATION AND APPOINTMENT PROCESS

Section 3: Nomination and Appointment Process | 69 • Tenure of directors not spread out Only one director is two years on the Board. Two of the directors have reached their ninth year, while three other directors, including the Board Chairman, are in their seventh year. Board renewal looks to be an issue and an opportunity to bring in new directors to refresh the Board. (c) Multiple directorships The Board and the NC should consider whether Members B and C are able to carry out, and have been adequately carrying out, their duties as directors of the company given their numerous listed company Board representations and other principal commitments. In addition to the question of time, there are other risks associated with directors serving on multiple Boards such as potential conflicts of interest that arise when a director serves on Boards of different companies that compete or that have significant relationships with each other. As subsection 3.6.8 notes, the NC needs to advise the Board on the limits on Board appointments that should be adopted for each type of director considering their principal commitments. One way to approach these limits is to consider the average number of days of commitment per year that are expected for each non-executive directorship. Greater time commitment, ascertained based on a certain multiplier of the average commitment days of one non- executive directorship, is generally expected where an NED holds key positions on the Board such as Board Committee Chairman or the role of Lead ID. The same formula applies for EDs. The NC needs to bear in mind that the time commitment expected may change. For example, if the company is facing financial difficulties, or has a major compliance breach, directors may need to commit more time to their roles.