• HC-1.4 HC-1.4 Independence of Judgment

    • HC-1.4.1

      Every director must bring independent judgment to bear in decision making. No individual or group of directors must dominate the board's decision-making and no one individual should have unfettered powers of decision.

      July 2011

    • HC-1.4.2

      Executive Directors must provide the board with all relevant business and financial information within their cognizance, and must recognise that their role as a director is different from their role as an officer.

      July 2011

    • HC-1.4.3

      Non-executive directors must be fully independent of management and must constructively scrutinise and challenge management, including the management performance of executive directors.

      July 2011

    • HC-1.4.4

      At least half of a company's board should be non-executive directors and at least three of those persons should be independent directors. (Note the exception for controlled companies in paragraph HC-1.5.2.)

      July 2011

    • HC-1.4.5

      The chairman of the board should be be an independent director and in any event must not be the same person as the CEO, so that there will be an appropriate balance of power and greater capacity of the board for independent decision-making.

      Amended: January 2012
      July 2011

    • HC-1.4.6

      The board should review the independence of each director at least annually in light of interests disclosed by them. Each independent director shall provide the board with all necessary and updated information for this purpose.

      July 2011

    • HC-1.4.6A

      The Chairman and/or Deputy Chairman must not be the same person as the Chief Executive Officer.

      Added: January 2012

    • HC-1.4.7

      Where there is the potential for conflict of interest, or there is a need for impartiality, the board must assign a sufficient number of independent board members capable of exercising independent judgment.

      July 2011

    • HC-1.4.8

      To facilitate free and open communication among independent directors, each board meeting should be preceded or followed with a session at which only independent directors are present, except as may otherwise be determined by the independent directors themselves.

      July 2011

    • HC-1.4.9

      All decisions made by directors must be accurately recorded, including the details of any reservations or objections by any individual or group of directors, for both board meetings as well as any committee formed by the board.

      July 2011