17
GRAND BANKS YACHTS LIMITED
ANNUAL REPORT
2016
CORPORATE GOVERNANCE REPORT
2.3 An “independent” director is one who has no relationship
with the company, its related corporations, its 10%
shareholders or its officers that could interfere, or be
reasonably perceived to interfere, with the exercise of the
director’s independent business judgement with a view
to the best interests of the company. The Board should
identify in the Company’s Annual Report each director it
considers to be independent. The Board should determine,
taking into account the views of the Nominating Committee
(“NC”), whether the director is independent in character
and judgement and whether there are relationships or
circumstances which are likely to affect, or could appear
to affect, the director’s judgement.
If the Board wishes to consider the director as independent,
in spite of the existence of one or more of these relationships
as defined in the Code, it should disclose in full the nature
of the director’s relationship and bear responsibility for
explaining why he should be considered independent.
The Nominating Committee (“NC”) is responsible for
reviewing the independence of each Director based on
the guidelines set out in the Code. The NC conducts the
review annually and requires each independent director
to submit a confirmation of independence based on the
guidelines provided in the Code.
With three of the directors deemed to be independent,
including independence from the substantial
shareholders of the Group, the Board exercises
independent and objective judgement on all corporate
matters and constructively challenges key decisions,
and strategies taking into consideration the long-term
interests of the Group and its shareholders.
2.4 The independence of any director who has served on
the Board beyond nine years from the date of his first
appointment should be subjected to particularly rigorous
review. In doing so, the Board should also take into account
the need for progressive refreshing of the Board. The
Board should also explain why any such director should be
considered independent.
No independent director on the Board has served for
more than nine years.
2.5 The Board should examine its size and, with a view to
determining the impact of the number upon effectiveness,
decide on what it considers an appropriate size for the
Board, which facilitates effective decision making. The
Board should take into account the scope and nature of
the operations of the company, the requirements of the
business and the need to avoid undue disruptions from
changes to the composition of the Board and Board
Committees. The Board should not be so large as to be
unwieldy.
The NC is satisfied that the Board continues to operate
effectively for the Group given the current board size
and composition.
