Independent Director

Question 1

What are the criteria for functional independence?

Answer 1

1. 3 years: not part of day-to-day operations (executive management/committee) of company or its affiliates
2. nor still enjoying stock options from such a position
3. non-executive director for no longer than 12 years

Question 2

What are the criteria for financial independence?

Answer 2

1. Does not own stock exceeding 10% of capital/voting rights
2. 1 year: no significant business relationship with company, affiliates or associated persons
3. 3 years: no significant compensation (beyond normal for non-executive director)

Question 3

What are the criteria regarding family ties?

Answer 3

1. no non-independent legally resident partner
2. no non-independent family member up to 2nd degree (during term or 3 years after ending term family member)

Question 4

What are the other criteria

Answer 4

1. 3 years: not partner or member of current audit team or previous external auditor
2. Not part of interlocked boards
3. no significant link with executive director