4/22/2021 Gateway - SCS Mock 1 Debrief Nomination Committee Independence Tt is essential that the Nomination Committee verifies the ‘independence’ on the preferred new [NED (independence from the company, independence from its Executive Directors and independence from the other NEDs). This is very important, given the fact that the new NED is likely 10 be on the Audit Committee ard the Remuneration Commitvee Consult with key shareholders (ratification of appointment) ‘Any board appointment will need to be ratified by the shareholders at the next AGMA ~ consequently it would be sensible to consult with any major shareholders. The board may wish to tensure that the confirmation of the selected candidate will take place at the next AGM with controversy. (© Peter Plant Fst Financial Training Gateway - SCS Mock 1 Debrief Major Equity Divestment Introduction Arefield's board must act in the interests of its entire shareholder population, There cannot be ‘ry preferential treatment for any particular shareholder (including the Qatari Sovereign Zavestment Fund), The board must be independent impartial in managing this situation. However, it would not be in the interests of shareholders if Arrfield's share price collapsed due +o the large volume of shares being soldby the Qatori Fund. The divestment of 10% of the company shares in a short space of time could result in a significant reductionin the share price making Arrfield itself vulnerable to « predator. The boord cannot (and skould not) attempt to prevent the planned divestment, ‘© Peter Plant - First Financial Training 16