The Board considers five of these Non-Executive Directors to be independent. The Board is satisfied that the balance of the Board, in terms of background, gender and independence, limits the scope for an individual or small group of individuals to dominate the Board’s decision-making. The Board considers that a board comprising exclusively of Non-Executive Directors is valuable both in terms of providing a range of outside perspectives to the Group and in encouraging robust debate with, and challenge of, the Group’s executive management. The Directors’ biographies provide details of their Committee memberships as well as other principal directorships and external roles, and demonstrate a detailed knowledge of the mining industry, significant international business experience and a diversity of core skills and experience. All Directors have confirmed that their other commitments do not prevent them from devoting sufficient time to their role.
The Board carefully considered the independence of all Directors in 2015 and is satisfied that William Hayes continues to demonstrate the qualities of independent character and judgement in carrying out his role as a Non-Executive Director and Senior Independent Director, notwithstanding that the ninth anniversary of his appointment was in September 2015. In reaching this conclusion, the Board has taken into account:
• the entirely Non-Executive composition of the Board which is designed to promote independent oversight of, and constructive challenge of, management;
• that there are no relationships or circumstances that are likely to affect, or could appear to affect, Mr Hayes’ judgement; and
• that Mr Hayes’ character and the manner in which he performs his role clearly demonstrate independent thought and judgement.
Mr Hayes retained his role as Senior Independent Director and was re-elected at this year’s Annual General Meeting on 18 May 2016.