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Unformatted text preview: cise of their unfettered and independent judgement.
The Company’s corporate governance charter states an independent director will:
• be a non-executive director; • not be a substantial shareholder of the Company or an officer of or otherwise associated, directly or
indirectly, with a substantial shareholder of the Company; • not have, within the last three (3) years, been employed in an executive capacity by the Company or any
other Group member, or have been a director after ceasing to hold any such employment; • not be a principal of a professional advisor to the Company or another Group member or an employee
materially associated with the service provided, except where the advisor might be considered to be
independent notwithstanding their position as a professional advisor due to the fact that the fees payable by
the Company to the advisor’s firm represent an immaterial component (less than 5%) of its overall revenue; • not be a significant supplier or customer of the Company or another Group member or an officer of or
otherwise associated, directly or indirectly, with a material supplier or customer; • not have a significant contractual relationship with the Company or another Group member other than as a
director; • be free from any interest and any business or other relationship, which could, or could reasonably be
perceived to, materially interfere with t...
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- Spring '14