HC-4.4 HC-4.4 Board Nominations to Shareholders
HC-4.4.1
Each proposal by the board to the shareholders for election or reelection of a
director must be accompanied by a recommendation from the board, a summary of the advice of the Nominating Committee, as applicable, and the following specific information:(a) The term to be served, which may not exceed three years (but there need not be a limit on reelection for further terms);(b) Biographical details and professional qualifications;(c) In the case of anindependent director , a statement that the board has determined that the criteria ofindependent director have been met;(d) Any other directorships held;(e) Particulars of other positions which involve significant time commitments; and(f) Details of relationships between:(i) The candidate and thelicensee ; and(ii) The candidate and otherdirectors of thelicensee .January 2013HC-4.4.2
The chairman of the board should confirm to shareholders when proposing re-election of a
director that, following a formal performance evaluation, the person's performance continues to be effective and continues to demonstrate commitment to the role. Any term beyond six years (e.g. two three-year terms) for adirector should be subject to particularly rigorous review, and should take into account the need for progressive refreshing of the board. Serving more than six years is relevant to the determination of a non-executivedirector's independence.January 2013