Letter Of Appointment Of Independent Director Page 8
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12(2) An independent director who resigns or is removed from the Board of the company shall
be replaced by a new independent director within a period of not more than one hundred
and eighty days from the date of such resignation or removal, as the case may be.
(3) Where the company fulfils the requirement of independent directors in its Board even
without filling the vacancy created by such resignation or removal, as the case may be,
the requirement of replacement by a new independent director shall not apply.
VII. Separate meetings:
(1) The independent directors of the company shall hold at least one meeting in a year,
without the attendance of non-independent directors and members of management;
(2) All the independent directors of the company shall strive to be present at such meeting;
(3) The meeting shall:
a. review the performance of non-independent directors and the Board as a whole;
b. review the performance of the Chairperson of the company, taking into account the
views of executive directors and non-executive directors;
c. assess the quality, quantity and timeliness of flow of information between the company
management and the Board that is necessary for the Board to effectively and
reasonably perform their duties.
VIII. Evaluation mechanism:
(1) The performance evaluation of independent directors shall be done by the entire Board
of Directors, excluding the director being evaluated.
(2) On the basis of the report of performance evaluation, it shall be determined whether to
extend or continue the term of appointment of the independent director.
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