Annual Report 2019

095 Transport International Holdings Limited 2019 Annual Report Corporate Governance Report Independent Non-executive Directors Non-executive Directors Executive Director Total Board of Directors 5 9 1* 15 Board Committees: Standing Committee 3 4 1* 8 Audit and Risk Management Committee 3 1 – 4 Remuneration Committee 3 1 – 4 Nomination Committee 2 1 – 3 * The Managing Director While the Non-executive Directors are not involved in the day-to-day management of the Group’s businesses, they serve as custodians of the governance process by scrutinising the management’s performance in meeting agreed corporate goals and objectives. Their contribution is made, among other ways, by attending Board meetings, at which they provide independent views on various matters relating to the Group’s strategy, policy, performance, accountability, resources, key appointments and standards of conduct. The term of appointment of Non-executive Directors is for a period of three years. Independent Non-executive Directors review issues that come before the Board critically and objectively. In particular, they ensure that the general interests of shareholders are fully considered by the Board. They also see that connected transactions and other issues are subject to impartial and thorough contemplation by the Board. Independent Non-executive Directors are identified in all corporate communications. Pursuant to Rule 3.13 of the Listing Rules, the Company considers all Independent Non- executive Directors to be independent, as all of them have confirmed their independence in writing to both the Stock Exchange and the Company. The Company complies with the requirement in the Listing Rules that at least one- third of the Board members should be Independent Non- executive Directors. In accordance with Code Provision I(h) of Appendix 14 of the Listing Rules, the relationship between members of the Board is disclosed in the Directors’ Profiles section of the Annual Report. Board Diversity Diverse board composition ensures a wide range of business and professional experience on the Board, so that the decision-making process includes different perspectives and supports the achievement of the Company’s strategic objectives. All Board appointments are merit-based. The Company has adopted a Board Diversity Policy that takes into account, among other aspects, each candidate’s gender, age, cultural and educational background, professional experience, skills, knowledge and length of service. All candidates are considered against these criteria. This policy can be found on the company’s website. In 2019, the Nomination Committee reviewed the Board Diversity Policy and confirmed that the selection of board members would continue to be based on merit with reference to the Board Diversity Policy. The Executive and Non-executive Directors have a diverse background. Each of them possesses a depth of relevant experience and expertise necessary to oversee the businesses of the Group. The current mix of Board members represents a balance of business, academia and the professions, which helps to deliver sustainable value and safeguard shareholders’ interests. The age group and gender diversity of the Board of Directors as at 31 December 2019 are set out below: Age Group Male Female 41-50 0 0 51-60 4 1 61-70 5 0 Over 70 5 0 Total 14 1