The policy on Board Independence ensures that we have an appropriate mix of Executive and Independent Directors by specifying information required to assess the independence of each Director, including the disclosure of any relationships and associations that are perceived to affect the independence of a Director.
The independence of directors is determined based on:
- Independent judgement by the Director
- Independent of management and any business, interest or other relationship that could be perceived to interfere with the exercise of objective,
- Director’s ability to act in the best interests of FIVE rather than an individual shareholder or other group\
The policy on Board Evaluation has been framed with an objective to ensure individual Directors of FIVE and the Board as a whole, work efficiently and effectively in achieving their functions, for the benefit of the Company and its stakeholders.
Accordingly, the Policy provides guidance on evaluation of the performance, on an annual basis, of:
- Individual Directors
- Th Board as a whole
- Board Committees
Board Compensation and Remuneration
The Board Compensation and Remuneration policy of FIVE for the Executive and Non-executive Directors comprises principles for provision of remuneration for the Board of Directors. An appropriate alignment is established between incentivizing the performance of Directors and protecting the interest of other stakeholders of FIVE and ensures competitive remuneration for Executive Directors.
The Committee retains and routinely exercises discretion over the operation and administration of Long-term Incentive and Annual Bonus Plans, which is consistent with market practice