59
Complies
14.
When the number of female directors is scant or nil, the Appointments Committee oversees that, on
providingnew 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 profileamong the
candidates for Boardpositions.
Seeheadings:
C.1.2, C.1.4, C.1.5, C.1.6, C.2.2andC.2.4.
Complies
15.
TheChairman, 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 andwith theManagingDirector or Chief Executive,
when this is not also theChairman.
Seeheadings:
C.1.19andC.141
Complies
16.
When the Company's Chairman is also its Chief Executive, an independent director should be
empowered to request a Boardmeeting 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
evaluationof theChairman.
Seeheading:
C.1.22
Not applicable
17.
TheSecretary should take care toensure that theBoard'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 Articlesof Associationand theRegulationsof theShareholders' and
BoardofDirectors'Meetings andother Company regulations;
c)
Take into account those good governance recommendations of the Unified Code to which the
Companyhas agreed.
In order to safeguard the independence, impartiality and professionalism of the Secretary, his or her
appointment and removal shouldbe informeduponby theAppointments Committee and approvedby
a full Board meeting; the relevant appointment and removal procedures should be indicated in the
Board's regulations.
Seeheading:
C.1.34
Complies
18.
The Board shouldmeet 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
additionof other unforeseen items.
Seeheading:
C.1.29
Complies
