APPROVED BY THE BOARD OF DIRECTORS
ON MARCH 27, 2020
ANSA McAL LIMITED DIRECTOR INDEPENDENCE POLICY
ANSA McAL LIMITED DIRECTOR INDEPENDENCE POLICY
ANSA McAL LIMITED DIRECTOR INDEPENDENCE POLICY
The Purpose
The purpose of this policy is to:
• Specify the test that will be used by the Board to assess the independence of each Director;
• Identify the information that will be collected from each Director to make the assessment of independence; and
• Outline the disclosure to shareholders of the assessment of independence of Directors, including the disclosure of any relationships and associations that may be perceived to affect the independence of a director.
The Independence test
An independent Director is a Non-Executive Director who is free from any business or other association that could materially interfere with – or could reasonably be perceived to materially interfere with – the exercise of his/her independent judgement.
Independence will be taken to be met when a Director is a Non-Executive Director and:
1. is not a substantial shareholder of ANSA McAL Limited (a shareholder with 5% or more of the issued shares), or associated directly with a substantial shareholder of ANSA McAL Limited and/or any of its subsidiaries;
2. has not within the last three years been employed as an Executive of ANSA McAL Limited or any of the subsidiaries within the ANSA McAL Group or been a Director after ceasing to hold any such employment;
3. has not (neither an immediate family member) within the last three years been associated with, or a principal of, a material professional adviser or material consultant to the Group, nor an employee materially associated with the service provided;
4. is not a material supplier or customer of the ANSA McAL Group, or an officer of or otherwise directly or indirectly associated with a material supplier or customer;
5. does not have a material contractual relationship with ANSA McAL Limited or any of the subsidiaries within the ANSA McAL Group;
6. is otherwise free from any interest and any business or other relationship which could, or could reasonably be perceived to, materially interfere with the Director’s ability to act in the best interest of ANSA McAL Limited
A relationship is material where the value of goods or services provided to the ANSA McAL Group in the past three years account for 5% or more of the consolidated gross revenue or consolidated expenses of either the Group or the supplier/customer, over that three-year period).
OF
ON MARCH 27, 2020 1
APPROVED BY THE BOARD
DIRECTORS
The term “associated” in the above context denotes association as Director, Executive employee, significant shareholder, partner, material consultant, receiver, liquidator or trustee.
All Directors – whether independent or not – are expected to bring an independent judgement to bear on Board decisions.
Director Independence Questionnaire
Every Director shall complete a Director Independence Questionnaire on an annual basis at a time specified by the Board. All new directors shall submit a completed Director Independence Questionnaire to the Secretary of the Board no later than 5 days prior to their appointment to the Board.
Disclosure
The Board will make the following disclosure to shareholders in the ANSA McAL Annual Report:
• Independent and Executive Directors (and any change in status that occurred during the year) will be identified.
• Any assessment of independence for a Director who does not meet the criteria above, or any other relationships or circumstances exist which appear relevant to the Board’s assessment of independence, will be specifically explained.
APPROVED BY THE BOARD OF DIRECTORS ON MARCH 27, 2020
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