Director election

Generally vote for all non-independent director candidates, unless:

• The names and background of representatives of statutory directors are not disclosed

• The statutory director is a company shareholder.

• There are less than three independent directors sitting on the board.

• The board is less than one-third independent.

When independence level < 1/3 – AGAINST all non-independent nominees with the exception of

• CEO

• Executive chairman

• Vice president

• Founder

• CFO

Vote AGAINST the independent director candidates who

• are deemed non-independent under ISS classification.

• Affiliated with the company’s former auditing partner

• Incumbent independent director attendance < 75%

• serving more than 6 public boards including the company

• has served as an independent director of the company for 3 years

Reclassify independent director candidates when

• current employee or executive of a subsidiary of the company

• Was an executive of the company in the past five years

• Receives remuneration in any form that is in line with the senior executives of the company

• an employee or executive of the company’s significant shareholder

• former employee or executive of a wholly-owned affiliates of the company.

  Cooling-off period : 5 years

Reclassify as non-independent (NINED) if the candidate:

• Serves on the board for more than 3 consecutive terms, without any explanation

• Has conflicting or cross-directorship with executive directors or the executive chairman of the company

• Is a founder / co-founder / member of founding family

• Served on the board for one term between 2000-2003, resigned and re-elected to serve on the board for two terms between 2006-2011.

The independent director is considered independent if

• confirmation/attestation but no reason for nomination

• reason for nomination provided but no confirmation of independence

• no confirmation, no rationale

• reason for nomination + independence confirmation provided