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