• 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 re-election of a director must include:

      (a) A recommendation from the board;
      (b) A summary of the advice of the Nominating Committee;
      (c) The term to be served, which may not exceed three years (but there need not be a limit on re-election for further terms);
      (d) Biographical details and professional qualifications;
      (e) In the case of an independent director, a statement that the board has determined that the criteria of independent director has been met;
      (f) Any other directorships held;
      (g) Particulars of other positions which involve significant time commitments; and
      (h) Details of relationships between:
      (i) The candidate and the company (including any ownership therein); and
      (ii) The candidate and other directors of the company.
      July 2011

    • HC-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 a director 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-executive director's independence.

      July 2011