Once the Board, after reviewing the recommendations provided by the Committee, has decided to appoint a new candidate as non-executive director, the Cititrust Group will provide the letter of appointment and relevant documents to the new non-executive director.
APPOINTMENT OF KEY MANAGEMENT PERSONNEL
Notwithstanding whether or not the Board or existing members of the Cititrust Group’s Key Management Personnel have requested the Committee to be involved in the appointment process of a new member of Key Management Personnel, the Committee shall ensure that, at the time of appointment, all members of Key Management Personnel execute a written agreement setting out the key terms of their appointment.
INDEPENDENCE OF DIRECTORS
The Committee must regularly assess and determine the independent status of each director by taking into account interests disclosed by each director and other information and whether the director:
- is employed, or has previously been employed in an executive capacity by the Cititrust Group or its subsidiaries, and there has not been a period of at least three years between ceasing such employment and serving on the Board;
- has within the last three years been a principal of a material professional adviser or a material consultant to the Cititrust Group or its subsidiaries, or an employee materially associated with the services provided;
- is a material supplier or customer of the Cititrust Group or its subsidiaries, or an officer or otherwise associated directly or indirectly with a material supplier or customer;
- is a substantial shareholder of the Cititrust Group (being a shareholder who has a relevant interest in more than 5% of the shares in the Group) or an officer of, or otherwise associated directly with, a substantial shareholder of the Cititrust Group; or
- has a material contractual relationship with the Cittrust Group or its subsidiaries other than as a director;
- has close family ties with any person who fall within any of the categories described above; or has been a director of the entity for such period that his or her independence may have been compromised.
The Committee must implement a plan for identifying, assessing and enhancing director competencies to ensure that the Board comprises directors who possess an appropriate range of skills and expertise.
The Committee must develop and implement continuing education procedures to ensure that directors have continuing education to update and enhance their skills and knowledge, including education concerning key developments in the Cititrust Group and the industry and environment within which it operates.
COMMITMENT OF THE BOARD
The Committee must regularly review the time required by a director to effectively undertake his or her Board responsibilities (and Board committee responsibilities, where relevant) and determine whether each director is meeting that requirement after identifying and considering details of that director’s other commitments.
SELECTION AND APPOINTMENT OF DIRECTORS
The Committee must develop and implement processes to identify suitable candidates for nomination or appointment to the Board, including engaging external consultants or specialists to provide advice or services.
When considering candidates for nomination, appointment or re-appointment to the Board, the Committee must take into account:
- the candidate’s competence and qualifications.
- the range of skills, experience and expertise on the Board to identify the skills that will best increase the effectiveness of the Board.
- the duration of each director’s tenure to ensure effective succession planning.
- the existing structure and com position of the Board in light of the criteria outlined in this charter.
- any candidate’s ability to devote the time required by a director to effectively undertake his or her Board responsibilities (and Board committee responsibilities, where relevant) after identifying and considering details of the candidate’s other commitments.
- the extent to which the appointee is likely to work constructively with the existing directors and contribute to the overall effectiveness of the
- In addition to the above, for non-executive directors who have served in that role for a long period of time (generally taken to be nine years or more), take into account (prior to those non-executive directors being submitted for re-election) whether such non-executive directors.
- continue to make a significant contribution to the Cititrust Group.
- have not formed associations with management (or others) that might compromise their ability to discharge their duties as non-executive directors in the best interests of the Cititrust Group.
These considerations need to be assessed in the context of ensuring that the Board continues to have fresh ideas and viewpoints available to it.
Prior to appointment or being submitted for re-election, non-executive directors should specifically acknowledge that they have sufficient time to meet what is required of them by the Cititrust Group.
There are many issues, procedures and policies that a new non-executive director of the Cititrust Group will need to be aware of and understand. Therefore, it is important for the Group to have an induction procedure.
The Committee must develop, implement and review the Cititrust Group’s succession plans in place for membership of the Board to ensure that these plans work to maintain:
- an appropriate balance of skills, experiences and expertise on the Board.
- an appropriate structure and composition of the Board