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See headings:
C.1.3 and C.1.8
Complies
14.
When the number of female directors is scant or nil, the Appointments Committee oversees that, on
providing new vacancies:
a)
The selection procedures do not suffer any implicit bias which hinders the selection of female
directors;
b)
The company makes a conscious effort to include women with the target profile among
the candidates for Board positions.
See headings:
C.1.2, C.1.4, C.1.5, C.1.6, C.2.2 and C.2.4.
Complies
15.
The Chairman, who is responsible for the efficient running of the Board, should at all times ensure
that the directors receive sufficient prior information for the meetings; encourage directors to
debate and participate actively in the meetings, safeguarding their freedom to take their own
stance and express their own opinion. He/she should organise and coordinate periodic
assessment of the Board with the chairs of the relevant committees and with the Managing
Director or Chief Executive Officer, when this is not also the Chairman.
See headings:
C.1.19 and C.1 41
Complies
16.
When the company's Chairman is also its Chief Executive, an independent director should be
empowered to request a Board meeting be called or that new business be included on the Agenda;
to coordinate and give voice to the concerns of non-executive directors; and to lead the Board’s
evaluation of the Chairman.
See heading:
C.1.22
Not applicable
17.
The Secretary should take care to ensure that the Board's actions:
a)
Adhere to the spirit and letter of laws and their regulations, including those approved by
regulators;
b)
Comply with the Company's Articles of Association and the Regulations of the Shareholders'
and Board of Directors' Meetings and other Company regulations;
c)
Take into account those good governance recommendations of the Unified Code to which the
company has agreed.
In order to safeguard the independence, impartiality and professionalism of the Secretary, his or
her appointment and removal should be informed upon by the Appointments Committee and
approved by a full Board meeting; the relevant appointment and removal procedures should be
indicated in the Board's regulations.
See heading:
C.1.34
Complies
18.
The Board should meet with the necessary frequency to properly perform its functions, in
accordance with a calendar and agenda set at the beginning of the year, to which each director may
propose the addition of other unforeseen items.
See heading:
C.1.29
Complies