CORPORATE GOVERNANCE & SUSTAINABILITY CORPORATE GOVERNANCE Tim Blackburn, Guy Bradley, Fanny Lung, Mabelle Ma, significant links with other Directors through involvements Martin Murray and Richard Sell are directors and/or in other companies or bodies. The Board considers that all employees of the John Swire & Sons Limited (“Swire”) of the Independent Non-Executive Directors are group. Adam Fenwick and Merlin Swire are independent in character and judgement. shareholders, directors and/or employees of and Spencer Fung has served as an Independent Non-Executive Raymond Lim is an adviser to the Swire group. Director for more than nine years. The Directors are of the The Non-Executive Directors bring independent advice, opinion that he remains independent, notwithstanding his judgement and, through constructive challenge, length of tenure. Spencer Fung continues to demonstrate scrutiny of executives and review of performance and the attributes of an Independent Non-Executive Director risks. The Audit, Nomination and Remuneration noted above and there is no evidence that his tenure has Committees of the Board comprise only Non-Executive had any impact on his independence. During his tenure, Directors. Spencer Fung was not involved in the daily management of Five of the ten Non-Executive Directors are the Company nor in any relationship or circumstances Independent Non-Executive Directors, which which would materially interfere with his exercise of represents at least one-third of the Board of Directors. independent judgement. He has not held any interests in the shares of the Company. He has demonstrated strong Board Independence independence by providing impartial views and exercising independent judgment at Board and Board committee The Company has in place effective mechanisms to meetings. Drawing upon experience and skills acquired ensure that independent views and input are available through his other directorships and offices, he is also to the Board. The Nomination Committee, a majority of capable of bringing fresh and objective perspectives to the which is comprised of Independent Non-Executive Board. The Board believes that his detailed knowledge of Directors, assesses the suitability and independence of the Group’s business and his external experience continue potential candidates to be appointed as Independent to be of significant benefit to the Company, and that he Non-Executive Directors and reviews the independence maintains an independent view of its affairs. of each Independent Non-Executive Director annually. Taking into account all of the circumstances described in The Independent Non-Executive Directors meet with this section, the Company considers all of the Independent the Chairman at least once annually without the Non-Executive Directors to be independent as regards the presence of other Directors and they can interact with factors in Rule 3.13 of the Listing Rules. management and other Directors including the Chairman through formal and informal means. Responsibilities of Directors Independent professional advice is also available to all Directors whenever necessary. A review of these On appointment, the Directors receive information about mechanisms is conducted on an annual basis to ensure the Group including: their effectiveness. • the role of the Board and the matters reserved for The Independent Non-Executive Directors: its attention • provide open and objective challenge to • the role and terms of reference of Board committees management and other Board members • the Group’s corporate governance practices • raise intelligent questions and challenge and procedures constructively and with vigour • the powers delegated to management • bring outside knowledge of the businesses and • the latest financial information markets in which the Group operates, providing Directors update their skills, knowledge and understanding informed insight and responses to management of the Company’s businesses through their participation at Confirmation has been received from all Independent meetings of the Board and its committees and through Non-Executive Directors that they are independent as regular meetings with management at the head office and regards the factors in Rule 3.13 of the Listing Rules. in the divisions. Directors are regularly updated by the None of them holds cross-directorships or has Company Secretary on their legal and other duties as Directors of a listed company. 94