159 Our Governance S0 S1 S2 S3 S4 S5 ANNUAL REPORT 2021 CORPORATE GOVERNANCE OVERVIEW STATEMENT BOARD MEMBERS’ ETHNICITY TENURE OF INDEPENDENT DIRECTORS 8 Malay 2 Chinese 1 Indian 3 2 1 0 >3 years to 6 years >6 years to 9 years The Board ensures that it has appropriate mix of diversity, skills, experience and expertise to effectively discharge its collective responsibility. BNRC will assist the Board in reviewing and ensuring the Directors possess the right mix of skills, competencies, experience and other requirements in managing a highly regulated aviation industry. Independence of Directors The Board adopts a standard which is met by all individual Directors where it considers “independence” as a matter of individual judgment and conscience. A Director is independent only when he or she is free from any business or other relationship that might interfere with the exercise of his or her independent judgment. In 2021, BNRC carried out a review of Director’s independence. It concluded that each of the six (6) INEDs are independent at those times and had carried out their duties in an objective and professional manner. The Board was satisfied that the INEDs had represented the interest of minority shareholders as required from them by virtue of their roles and responsibilities. The Board will continue to monitor and review whether there are relationships or circumstances that could potentially affect their independence. The Board undertakes that the rights of minority shareholders shall not be impaired in any manner and that the number and strength of INEDs are adequate to promote the independence of the Board and safeguard the rights of the minority shareholders. The independence of the Directors is determined according to the independence criteria as set out in paragraph 1.01 of the Listing Requirements. In 2021, all six (6) INEDs satisfied the independence criteria. Tenure The Board Charter provides that the tenure of INEDs shall not exceed a cumulative term of nine (9) years or 75 years of age, whichever is earlier. To date, none of the INEDs have served more than nine (9) years or attain the age of 75 years old. Directors’ Commitment The Board recognises that it is important for all Directors to be able to dedicate sufficient time to the Company in discharging their responsibilities. The NINEDS or INEDs are expected to commit their time to the Company. Each individual Director confirms his or her understanding on time commitment when the appointment is accepted. With regards to external appointments, the Board Charter provides that all Board members shall notify the Chairman of the Board before accepting any new directorships. This shall include an indication of time that will be spent on any new appointment. At present, in compliance with Paragraph 15.06 of the Listing Requirements, no individual Board member has more than five (5) directorships in listed issuers.
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