Role of senior independent director

Introduction

The Board has appointed one of the independent non-executive directors to be the senior independent director.

Senior independent director

The role of the senior independent director has the following specific key elements:

• Evaluation and appraisal
  The senior independent director should meet with the other members of the Board without the chairman present on at least an annual basis in order to evaluate and appraise the performance of the chairman.
• Succession
  The senior independent director should chair the nomination committee when the succession to the role of the chairman of the Board is being considered.
• Shareholder/stakeholder contact
  The senior independent director should act as a point of contact for shareholders and other stakeholders with concerns which have either not been resolved or which it would not be appropriate to raise through the normal channels of the chairman, chief executive and/or chief finance officer.
• Knowledge
  The senior independent director should attend sufficient meetings of major shareholders and financial analysts to develop an understanding of the issues and concerns of such shareholders.
• Executive director contact
  The senior independent director should act as an alternative point of contact for executive directors, if required, in addition to the normal channels of the chairman and/or chief executive.
• Non-executive director contact
  The senior independent director should meet with the other members of the Board as and when deemed appropriate.

Commitment

The senior independent director is expected to commit at least 3 - 4 days per year to the role, and possibly more in exceptional circumstances. This is in addition to the expected time commitment in his or her capacity as a non-executive director.