Corporate Governance

• An independent director has no material relationship, directly or indirectly, with the group. The respective company board and or the governance, risk and compliance function shall define "material relationship" for this purpose. Any deviations at the entity level are subject to prior respective board approval;
• An independent director:
• Has not, been employed by the group within the past three years, or acted in the capacity as a present or former internal or external auditor of the group or any of its group companies;
• Has not, within the past three years, been employed by a public company that has on its board a member of senior management of the group;
• Is not:
• A directly contracted and paid external advisor or consultant to the group receiving in excess of $100,000 in direct personal compensation from the group; or
• A director, executive officer, employee, partner or holder, of more than ten percent of the stock of another organisation that does business with the group¹ and the annual payments to or from the group exceed the greater of 2% or US$1 million of the other organisation's annual gross revenues;
• Is not an executive officer or director of a tax-exempt entity receiving more than 2% of its annual contributions from the group; and
• Is not the spouse, parent, child or sibling of an executive officer of the group and does not have immediate family members² in the above categories (with the exception that a director's independence may be impaired only if the director's immediate family members is an executive officer of another organisation that does business with the group and the annual payments to or from the group exceed the greater of 2% or $1 million of the other organisation's annual gross revenues).

All directors must submit an annual written statement confirming their compliance with the principles of being independent.

Directors should include this separate statement with their annual statement of conflict of interest to the head of the governance, risk and compliance function.

Where these circumstances change, directors should, on a timely basis, advise the head of the governance, risk and compliance function of the changed circumstances for his consideration and recommendation.