INDEPENDENT DIRECTOR 

Independent director means a director who is independent of Management and free from any business or other relationship which could interfere with the exercise of independent judgment or the ability to act in the best interests of the Company. Without limiting the generality of the foregoing, an independent director is one who:

(a) Is not an executive director of the Company or any related corporation of the Company (each corporation is referred to as “said Corporation”);

(b) Has not been within the last 3 years and is not an officer (except as a non-executive director) of the said Corporation. For this purpose, “officer” has the meaning given in section 2 of the Companies Act 2016;

(c) Is not a major shareholder of the said Corporation;

(d) Is not a family member of any executive director, officer or major shareholder of the said Corporation;

(e) Is not acting as a nominee or representative of any executive director or major shareholder of the said Corporation;

(f) Has not been engaged as an adviser by the said Corporation under such circumstances as prescribed by the Exchange or is not presently a partner, director (except as an independent director) or major shareholder, as the case may be, of a firm or corporation which provides professional advisory services to the said Corporation under such circumstances as prescribed by the Exchange; or

(g) Has not engaged in any transaction with the said Corporation under such circumstances as prescribed by the Exchange or is not presently a partner, director or major shareholder, as the case may be, of a firm or corporation (other than subsidiaries of the Company) which has engaged in any transaction with the said Corporation under such circumstances as prescribed by the Exchange.

The tenure of an Independent Director shall not exceed a cumulative term of nine (9) years. Should the Board intends to retain the Director as Independent after he/she has served a cumulative term of nine (9) years, the Board must justify and seek annual shareholders’ approval through a two-tier voting process. If the Board intends to retain an independent director beyond twelve (12) years, the independent director need to be re-designated to a non-independent director.

In assessing whether the long-serving independent director continues to be “independent in mind”, the Board should consider if the said Director displays the following key characteristics:

(a) possesses sufficient self-esteem and confidence to stand up for an independent point of view;

(b) approaches any transaction that requires Board’s approval with a watchful eye and an inquiring mind (professional scepticism);

(c) is unafraid to express an unpopular stance on issues or express disagreement on matters and actively pursues them with the rest of the Board and with the management; and

(d) does not shy away from asking hard and uncomfortable questions during Board deliberations and willing to delve deeper if the responses provided are not satisfactory.