SECTION 2: CONTENTS OF THE CG GUIDES

18 | Resource Guide 2.5 TOC of the NC Guide NC Guide SECTION 1: NC COMPOSITION 1.1 Introduction 1.2 Structure and Authority 1.3 Terms of Reference 1.4 Independence and Objectivity 1.5 Role of NC in NC Appointments 1.6 Selection of NC Members 1.7 Selection of NC Chairman 1.8 Tenure of NC Members SECTION 2: NC AGENDA 2.1 Introduction 2.2 NC Calendar 2.3 Meeting Agenda 2.4 Conduct of Meeting 2.5 Training SECTION 3: NOMINATION AND APPOINTMENT PROCESS 3.1 Introduction 3.2 Types of Directors 3.3 Qualifications of Directors 3.4 Board Composition 3.5 Board Diversity 3.6 Nomination Process 3.7 Use of Third Parties 3.8 Appointment and Election of Directors 3.9 Board Renewal and Continuity 3.10 Cessation of Directorships SECTION 4: DIRECTOR INDEPENDENCE 4.1 Introduction 4.2 Number of Independent Directors 4.3 Assessment of Independence Status 4.4 Criteria for Independence 4.5 Tenure of Independent Director 4.6 The Lead Independent Director 4.7 Conflict of Interest SECTION 5: PROFESSIONAL DEVELOPMENT 5.1 Introduction 5.2 Importance of Training for Directors 5.3 Professional Development Policy 5.4 Types of Professional Development 5.5 Professional Development Implementation SECTION 6: BOARD AND DIRECTOR EVALUATION 6.1 Introduction 6.2 Board Evaluation 6.3 Board Committee Evaluation 6.4 Director Evaluation SECTION 7: SUCCESSION PLANNING 7.1 Introduction 7.2 Succession Planning for Board Chairman 7.3 Succession Planning for Directors 7.4 Succession Planning for CEO 7.5 Succession Planning for Senior Management SECTION 8: DISCLOSURE REQUIREMENTS 8.1 Introduction 8.2 Disclosure Requirements