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18 GUARDIAN MEDIA LIMITED AND ITS SUBSIDIARIES ANNUAL REPORT 2021 CORPORATE GOVERNANCE Strong Corporate Governance is the foundation Guardian Media%u2019s performance. In order to support the Company%u2019s ongoing commitment to the highest standards of Corporate Governance, and to increase our responsiveness to the rapidly changing environment, key aspects of our governance framework and processes are continuously being reviewed and strengthened. The Board continues to pursue its objective of long-term, sustainable growth for the benefit of the Company%u2019s Shareholders and wider stakeholders.Board Composition As at 31st December, 2021, the Board comprised 9 directors, 8 of whom are independent, as follows: 1. Mr. Peter Clarke %u2013 Chairman (Non-Executive)2. Mr. Conrad Sabga %u2013 Non-Executive3. Mr. Jeremy Matouk %u2013 Non-Executive4. Ms. Sharon Christopher %u2013 Non-Executive5. Ms. Jenifer Smith %u2013 Non-Executive6. Mrs. Sonja Gittens-Ottley %u2013 Non-Executive7. Professor Brian Copeland %u2013 Non-Executive8. Mr. Davan Maharaj %u2013 Non-Executive9. Mr. Brandon Khan %u2013 Managing Director (Executive)Our Board is committed to a strong director succession planning process, designed to provide for a highly independent, well-qualified Board, with the diversity, experience and background to be effective and to provide strong oversight. Independence of Directors Independent Non-Executive Directors comprise the majority of the Company%u2019s Board. A review of Director%u2019s Annual Declarations of interests to the Company, remains a key element to ensure Directors are free from any business or other association that could materially interfere with the exercise of his/her independent judgement. The Board and its committees foster independence by:%u2013 Having an independent non-executive Chair of the Board to oversee the operations and deliberations of the Board;%u2013 Having independent directors on each of the Board%u2019s committees;%u2013 Conducting in camera sessions without management;%u2013 Determining whether directors have a material interest in transactions;%u2013 Having the Audit Committee chaired by an independent director and comprised of a majority of independent members;To increase the quality of the Board%u2019s oversight and to lessen the possibility of damaging conflicts of interest, the Board maintains a majority of %u201cindependent directors,%u201d as defined by the Board from time to time, by law applicable to the Company or by any rule or regulation of any other regulatory body applicable to the Company.