SECTION 3: NOMINATION AND APPOINTMENT PROCESS

Section 3: Nomination and Appointment Process | 73 b) NC 53 • Reviews structure, size and composition of the Board and Board Committees. • Reviews succession plans for directors, in particular the appointment and/or replacement of the Board Chairman, CEO and key management personnel. • Develops transparent processes and criteria for evaluating the performance of the Board, Board Committees and directors. • Assesses whether directors can commit enough time to properly discharge their responsibilities. • Reviews training and professional development programmes for the Board and directors. • Oversees the appointment, reappointment and removal of directors, including alternate directors. • Reviews and confirms the independence of each director. • Ensures that new directors are aware of their duties and obligations. c) RC 54 • Reviews and recommends to the Board a general framework of remuneration for the Board and key management personnel. • Reviews and recommends to the Board the specific remuneration package for each director as well as key management personnel. • Considers all aspects of remuneration, including termination terms to ensure they are fair. Given the above matrix, it is possible to combine the NC with the RC as certain roles and responsibilities, such as succession planning and talent management, overlap. However, the NC should not be combined with the AC as their respective roles are distinct. If the Board decides to combine the functions of the NC and RC, it should ensure that the focus of the hybrid Committee is not diluted. It should also explain as part of the corporate governance disclosure obligations in the company’s annual report, the reasons for the combination and arrangements that are in place to ensure that the responsibilities of what might have been in two separate Committees continue to be carried out effectively. 53 Provision 4.1 of the Code. 54 Provision 6.1 of the Code.