to the length of service of all
members of the Board.
Each Director’s independence is
assessed by the Board on an
individual basis, with reference
to the above materiality
guidelines and focussing on an
assessment of each Director’s
capacity to bring independence
of judgment to Board decisions.
In this context, as mentioned
below, Directors are required to
promptly disclose their interests
in contracts and other
directorships and offices held.
The names and details of the
experience, qualifications, special
responsibilities, and term of
office of each Director of the
Company are set out on page 41
of this Annual Report. Details 
of each Director’s attendance at
Board and Committee Meetings
and their shareholdings are also
set out on page 47 of this
Annual Report.
2.4 Nomination Committee
The role, responsibilities and
membership requirements of 
the Nomination Committee are
documented in the Board
Guidelines and in a separate
Charter, approved by the Board. 
Under the Board Guidelines, 
it is the responsibility of the
Nomination Committee to devise
the criteria for, and review
membership of, and nominations
to, the Board. The primary
criteria adopted in selection of
suitable Board candidates is their
capacity to contribute to the
ongoing development of the
Company having regard to the
location and nature of the
Company’s significant business
interests and to the candidates’
age and experience by reference
to the attributes of existing
Board members.
When a Board vacancy exists or
where it is considered that the
Board would benefit from the
services of a new Director with
particular skills, the Nomination
Committee has responsibility for
proposing candidates for
consideration by the Board and,
where appropriate, engages the
services of external consultants.
Prior to appointment, each
Director is provided with a letter
of appointment which encloses a
copy of the Company’s
Constitution and of the relevant
policies. Additionally, the
expectations of the Board in
SAN165 WWW Text  30/3/05  12:07 PM  Page 30