All non-executive directors are independent

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The Code of Corporate Governance recommends that at least half of the directorships (excluding the chairman) of any premium listing company should be non-executive members, regardless of character or judgment, and without relationships or circumstances that may affect or appear to affect their judgment.

The Code of Corporate Governance recommends that the board of directors appoint one of its non-executive members as an executive independent director. The senior independent director should be available to shareholders if they have a concern that could not be resolved through normal means of contacting the chairman, manager or operations manager, or if such contact is inappropriate. Simon Duffy is and will continue to serve as the senior independent director of the board after a vote.

The board consists of a managing director and eight non-managing directors. The company sees this as an appropriate board structure. With the exception of William A. Franke, Andrew S. Broderick, and Stephen L. Johnson, the Company considers all of its non-executive directors to be independent non-executive directors as defined by "independent" in the Code of Corporate Governance and free from any business or other relationship that the exercise of them could materially affect their independent judgment. Accordingly, the company complies with the requirement of the corporate governance code, according to which at least half of the board of directors (excluding the chairman) of a company with a premium listing should consist of independent, non-executive members.

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