Senior Independent Director

Role and Duties of the Senior Independent Director

A. Role

1. To support the Chairman on all governance issues.
2. To provide an alternative communication channel between the Chairman and directors.
3. To provide a point of contact for principal shareholders to raise issues and concerns which they feel have not been resolved through normal channels.

B. Main Duties

1. Provide a sounding board for the Chairman to discuss confidential issues related to governance, board performance and the performance of individual directors and concerns raised by directors, shareholders or employees.
2. Carry out an annual appraisal of the Chairman’s performance based on direct and confidential feedback from all directors.
3. Be available as an intermediary for confidential discussions with directors who may have concerns which they believe have not been properly considered by the Board as a whole, or which they feel may not be appropriate to raise in open forum or with the Chairman directly.
4. Chair the Nomination Committee when considering succession to the role of Chairman of the Board.
5. Be available to shareholders or employees if they have concerns which contact through the normal channels of communication with the Chairman, Chief Executive Officer or Chief Financial Officer has failed to resolve or for which contact is inappropriate.
6. Attend sufficient meetings with a range of major shareholders to listen to their views to help develop a balanced understanding of their issues and concerns.