All directors (executive directors (EDs), non-executive directors (NEDs) and INEDs are subject to the same duties under the law and the Listing Rules.  In accordance with Listing Rule 3.08, INEDs and all directors must:

• Act honestly and in good faith in the interests of the issuer as a whole.
• Act for a proper purpose.
• Be answerable to the issuer for the application or misapplication of its assets.
• Avoid actual and potential conflicts of interest and duty.
• Disclose fully and fairly their interests in contracts with the issuer.
• Apply such degree of skill, care and diligence as may reasonably be expected of a person of their knowledge and experience and holding their office within the issuer.

INEDs (and NEDs) have the same duties of skill, care and diligence and fiduciary duties as EDs. Due to their independence and valuable professional expertise, INEDs fulfil important roles on the Board, including:

• Bringing independent judgement to bear in Board meetings on issues of strategy, policy, performance, accountability, resources, key appointments and standards of conduct.
• Taking the lead where potential conflicts of interests arise.
• Supervising risk management and internal controls.
• Serving on the audit, remuneration, nomination and other governance committees (if invited).
• Scrutinising the issuer’s performance in achieving agreed corporate goals and objectives, and monitoring performance reporting.

Issuers may designate one INED as the Lead INED to: (i) strengthen the overall level of independent oversight on the Board and (ii) facilitate communication among INEDs; between INEDs and the rest of the Board; and with shareholders.

Maintaining a strong independent element on the Board is key to an effective board. The Board’s constitution and performance should be assessed periodically to ensure that the qualifications and skills of all directors remain in line with the evolving business and the INEDs retain their independence. An established system of Board refreshment can prevent entrenchment and attract new ideas and perspectives, ultimately contributing to Board diversity and the successful development of the issuer.

To promote Board refreshment and succession planning, the board must not have INEDs who have served on the board for nine years or more (Long Serving INEDs). Compliance with this rule will be in two phases:

• Phase one – the majority of INEDs on an issuer’s Board (i.e. > 50%) must be INEDs who have served on the board for less than nine years by the first AGM held on or after 1 July 2028.
• Phase two – an issuer must not have any Long Serving INED by the first AGM held on or after 1 July 2031.

During the transition period, separate shareholders’ resolution and enhanced disclosures for re-appointment of a Long Serving INED are required. In addition, during phase one, where all INEDs of an issuer are Long Serving INEDs, the issuer should disclose their length of tenure on a named basis in the papers for the AGM and appoint a new INED at the next AGM.