Directors should ensure that they can give sufficient time and attention to the issuer’s affairs and should not accept the appointment if they cannot do so.
Every director, including those appointed for a specific term, should be subject to retirement by rotation at least once every three years.
If an independent non-executive director has served more than nine years, such director’s further appointment should be subject to a separate resolution to be approved by shareholders. The papers to shareholders accompanying that resolution should state why the board (or the nomination committee) believes that the director is still independent and should be re-elected, including the factors considered, the process and the discussion of the board (or the nomination committee) in arriving at such determination.
Where all the independent non-executive directors of an issuer have served more than nine years on the board, the issuer should:
(a) disclose the length of tenure of each existing independent non-executive director on a named basis in the circular to shareholders and/or explanatory statement accompanying the notice of the annual general meeting; and
(b) appoint a new independent non-executive director on the board at the forthcoming annual general meeting1.
1 The appointment of a new independent non-executive director requirement will come into effect for the financial year commencing on or after 1 January 2023.