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An Independent Director is a non-executive director who is also independent as defined in the CG Code copied below for easy reference).

CG Code: Appendix ‘A’ – Independent Director Formal Requirements

Independent director means a director of the company who, or whose family shareholders either separately or together with him or each other, does not have any material pecuniary relationships or transactions with the company (not counting director’s remuneration for this purpose) and in particular who, during the one year preceding the time in questions met all the following conditions:

(i)Was not an employee of the company,

(ii)Did not:

a.Make to, or receive from, the company payments of more than BD 31,000 or equivalent (not counting the director’s remuneration).

b.Own more than a 10% share or other ownership interest, directly or indirectly, in an entity that made to or received from the company payments of more than such amount,

c.Act as a general partner, manager, director or officer of a partnership or company that made to or received from the company payments of more than such amount,

d.Have any significant contractual or business relationship with the company which could be seen to materially interfere with the person’s capacity to act in an independent manner,

e.Did not own directly or indirectly (including for this purpose ownership by any family member or related person) 5% or more of the shares of any type or class of the company,

f.Was not engaged directly or indirectly as an auditor or professional advisor for the company,

g.Was not an associate of a Director or a member of senior management of the company.