CORPORATE GOVERNANCE OVERVIEW STATEMENT Cont’d PRINCIPLE A: BOARD LEADERSHIP AND EFFECTIVENESS cont’d II. Board Composition cont’d Board Size, Composition and Diversity cont’d AVERAGE AGE COMPOSITION NATURE OF DIRECTORSHIPS BOARD DIVERSITY 50% 50% 30% 70% Female Directors Male Directors Independent Non-Executive Directors Executive Directors Independent Non-Executive Directors Executive Directors 66.2 62.6 Independent Non-Executive Directors The Board recognises the importance of independence and objectivity in the decision-making process. The Independent Non-Executive Directors are independent of management and are free from any business or other relationship with the Company which could interfere with the exercise of their independent judgement. This provides an effective check and balance in the functioning of the Board where all matters are reviewed with balance and fairness, to ensure the needs and interests of the Company are met. Whilst the Board does not comprise a majority of Independent Non-Executive Directors as espoused by the MCCG, half of its members are Independent. The presence of an Independent Non-Executive Chairman on the Board allows for deliberations and discussions to be framed and mediated in an objective manner. The Independent Non-Executive Directors monitor and evaluate the performance of management in meeting agreed goals and objectives. They are required to satisfy themselves on the integrity of the financial information and that financial controls and systems of risk management are robust and defensible. ANNUAL REPORT 2022 50
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