Principle 5 Reinforcing Board

Independence

5.1 Bpard composition 5.2 Board should have 5.3 Qualification of Independent Directos 5.4 Term of Independent Director 5.5 Responsibility of Chairperson 5.6 Designation of lead director 5.7 Director with material and potential interest 5.8 Separate Meetings

majority of non-executive directors who possess the 2 Independent Directors Doesnt have any relationship to the covered company Maximum cumulative of 9 years Chairperson Chief Executive Officer The Board should designate a lead director among the independent The non-executive directors should have separate periodic meetings
necessary qualifications to effectively participate and help secure directors if the Chairperson of the Board is not independent In any transaction affecting the corporation should fully disclose his with the external auditor and heads of the internal audit, compliance
objective, independent judgment on corporate affairs and to carry adverse interest, abstain from taking part in the and risk functions, without any executive directors present to ensure
out proper checks and balances. deliberations for the same and recuse from voting on the approval of that proper checksand balances are in place within the corporation.
the transaction. The meetings should be chaired by the lead independent director, if
applicable
1/3 of the members of the Board Not more than 2% shares After can be nominated as non-independent director Makes meeting agenda focuses on strategic matters Strategic Direction of Company

Function of lead director

Including Independent directors and Executive directors

Which ever is higher Not a securities broker dealer Guarantees the Board receives clear information Implementation of Vision and Mission and overall strategy

Serves as an intermediary between the Chairperson and the other

directors when necessary

Not affliated with any with any non-profi organization Facilitates discussions on key issues Knowledge of industry and core business purposes

Convenes and chairs meetings of the NEDs

Not emplyed as executive officer to another company Ensures the board inquires reports Guides the work of key officers

Contributes to the performance evaluation of the Chairperson, as

required.
Others Others