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              [html]<thead><tr><td>of, non - executive, independentDirectors, except for theEnvironmental and SafetyCommittee, which includesthe CE0 as a member.</td><td>• the Board Is to comprise a minimum of five and a maximum of ten Directors ( exclusive of the CEO );• the Board ehould communise a</td><td>perceived to materially interfere with, the Director ' s ability to act in the best interests of the Company, The Board will assess the material / ity of any given</td><td>responsibilities, and term of office of each Director of the Company are set out on page 4.1 of this Annual Report. Details of each Director ' s attendance at Board and Committee Meetings and their shareholdings are also</td></tr></thead><tbody><tr><td>The Board Guidelines prescribe that the Board is to meet at least eight times a year, including a strategy meeting of</td><td>substantial majority of independent, non - executive Directors ;</td><td>relationship that may affectIndependence on a case by case basis and has adopted materiality guidelines to assist in</td><td>Board and Committee Meetings and their shareholdings are also set out on page 47 of this Annual Report.</td></tr><tr><td>two days duration. The number of meetings of the Board and of each of its Committees and the names of attendees at those</td><td>• there should be a separation of the roles of Chairman and Chief Executive Officer of the Company ; and</td><td>that assessment. Under these guidelines, the following interests are regarded as material. in the absence of any mitligating</td><td>2.4 Nomination Committee The role, responsibilities and membership requirements of the Nomination Committee are</td></tr><tr><td>meetings are set out on page 47 of this Annual Report. Board</td><td>▪ the Chairman of the Board should be an independent, non - executive Director.</td><td>• a holding of 5 % or more of</td><td>documented in the Board Guidelines and in a separate Charter, approved by the Board.</td></tr><tr><td>Meetings are structured in two separate sessions, without management present for one of those sessions. The agenda for</td><td>Under the Company ’ s Constitution approximately one - third of Directors retire by</td><td>the Company ’ s voting shares a direct association with an entity that holds more than 5 % of the Company ’ s voting shares :</td><td>Under the Board Guidelines, it is the responsibility of the Nomination Committee to devise the criteria for, and review</td></tr><tr><td>meetings is prepared by the Company Secretary in</td><td>rotation each year and Directors appointed during the year are</td><td>• an affiliation with an entity</td><td>the criteria for, and review membership of, and nomin</td></tr><tr><td>conjunction with the Chairman and CE0, with periodic input</td><td>required to submit themselves for election by shareholders at the Company ’ s next Annual</td><td>which accounts for 5 % or more or the revenue or expense of the Company.</td><td>to, the Board. The primary criteria adopted in selection of suitable Board candidates is their</td></tr><tr><td>from the Board. Comprehensive Board papers are distributed to</td><td>General Meeting. The Board Guidelines encourage Directors to retire at the First Annual General.</td><td>The Board has determined that there should not be any arbitrary length of tenure that should be</td><td>capacity to contribute to the ongoing development of the Company having regard to the</td></tr></tbody>
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