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GUARDIAN MEDIA LIMITED AND ITS SUBSIDIARIES ANNUAL REPORT 2022 15CORPORATE GOVERNANCEStrong Corporate Governance is at 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, 2022, the Board comprised 8 directors, 7 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. Mr. Davan Maharaj %u2013 Non-Executive8. Dr. Karrian Hepburn Malcolm %u2013 Managing Director (Executive)**Professor Brian Copeland resigned from the Board on 9th December, 2022.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 DirectorsIndependent 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:%u2014 Having an independent non-executive Chairman of the Board to oversee the operations and deliberations of the Board;%u2014 Having independent Directors on each of the Board%u2019s committees;%u2014 Conducting in camera sessions without management;%u2014 Determining whether Directors have a material interest in transactions;%u2014 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.Role of the BoardThe Company operates under the leadership of an effective Board which possesses a combination of requisite experience, qualifications, skills and values to lead the business.The role of the Board is to oversee the Company%u2019s Management and to ensure the long-term value of the Company for its shareholders. The Board recognizes that the long-term interests of shareholders are served by taking into account the interests of other stakeholders and interested parties including employees, customers, suppliers and the communities in which the Company%u2019s business operates.