14. All directors have to retire at the third annual general meeting of the Company following their election by ordinary resolution, but are eligible for re-election.
15. Further appointment of a retiring director is subject to a separate resolution to be approved by shareholders.
16. Where the Board proposes a resolution to elect an individual as an independent non-executive director at the general meeting, it shall set out in the circular to shareholders and/or explanatory statement accompanying the notice of the relevant general meeting why they believe he should be elected and the reasons why they consider him to be independent.
17. Serving more than 9 years could be relevant to the determination of a non-executive director’s independence. If an independent non-executive director serves more than 9 years, his further appointment is subject to a separate resolution to be approved by shareholders. The circular to shareholders accompanying that resolution shall include the reasons why the Board believes he is still independent and should be re-elected.