The Senior Independent Director (the “SID”) shall be appointed by the Board from among the independent Non-Executive Directors.
1. Shareholders
- The SID will be available to shareholders if they have concerns which contact through the normal channels of Chair, Chief Executive Officer (“CEO”) or Chief Financial Officer has failed to resolve, or for which such contact is inappropriate.
- The SID will attend sufficient meetings with a range of major shareholders and financial analysts to listen to their views in order to obtain a balanced understanding of the issues and concerns.
2. Chair
- The SID will chair the Nomination Committee when it is considering succession to the role of Chair of the Board.
- The SID will meet with the Non-Executive Directors at least once a year, without the Chair present, to appraise the Chair’s performance and on such other occasions as are deemed appropriate.
- The SID will review the Chair’s annual evaluation feedback.
- The SID provides a sounding board for the Chair.
3. Directors
- The SID will act as an intermediary for the other Directors.
- The SID is available to other Directors in order to address concerns that cannot be raised through the normal channels.
The SID is expected to assist the maintenance of the stability of the Board and Company particularly during periods of stress. This includes assisting in resolving significant issues between the Chair, Directors and Shareholders, for example:
- in the event of a dispute between the Chair and the CEO;
- where the shareholders or Non-Executive Directors have expressed concerns that are not being addressed by the Chair or the CEO;
- where the strategy being followed by the Chair and the CEO is not supported unanimously by the Board;
- where the relationship between the Chair and the CEO is particularly close and decisions are being made without the approval of the full Board; or
- where succession planning is being ignored.
