Annual Corporate Governance Report 2017

19 b) When the shareholder represented by a proprietary directors transfers its whole shareholding or reduces its shareholding to a threshold that requires a reduction in the number of its proprietary directors. c) When an independent director is affected by supervening circumstances that preclude his/her classification as an independent. d) When any of the conflicts of interest or prohibitions set out by the legislation in force arise. e) When directors are severely reprimanded by the Appointments and Remuneration Committee as a result of a breach of their duties. f) When the circumstances of directors might damage the Company’s good standing and reputation. In such cases, the director must immediately inform the Board about the criminal proceedings in which he/she is involved as a defendant, and about the subsequent outcome. g) When a director is indicted or tried for any of the crimes penalised by law, the Board will examine the matter as soon as possible and, in view of the particular circumstances, decide whether or not he or she should continue in office. The Board must disclose all such information, stating appropriate reasons where necessary, in the Annual Corporate Governance Report. As an exception, the above will not apply in the events otherwise triggering resignation set out in (a), (b) and (c) if the Board, in response to a report from the Appointments and Remuneration Committee, believes there is reason for the director to remain in office, although the supervening circumstances may have some effect on the director’s classification. C.1.22 (Repealed.) C.1.23 Are reinforced majorities required beyond legal requirements for any type of resolution? Yes  No X If so, describe the differences. Description of differences C.1.24 State whether there are specific requirements, other than those regarding directors, to be appointed chairman of the board of directors. Yes  No X C.1.25 Indicate whether the chairman has a casting vote. Yes  No X Areas in which a casting vote applies C.1.26 Indicate whether the company’s articles or board regulations set any age limit for directors. Yes  No X C.1.27 Indicate whether the company’s articles or board regulations set a limit the term of office of independent directors that differs from the statutory limit. Yes  No X Description of the requirements