Board nomination, appointment and removal

23. The Board must establish and implement policies and processes for the nomination, appointment and removal of directors. These policies and processes must, at a minimum, address:

(a) the length of the term for which a director is appointed to the Board;

(b) the maximum tenure limit for an individual director;

(c) how vacancies will be managed, including, where applicable, how the RSE licensee will comply with the vacancy requirements in Part 9 of the SIS Act;

(d) the process by which a candidate will be nominated for a vacant Board position;

(e) the factors that will be considered when assessing the suitability of a nominated candidate, including how the RSE licensee assesses the independence of the candidate where relevant and the Board’s process for determining whether a particular candidate is appointed;

(f) the process by which a director will be appointed to the Board;

(g) the factors that will determine when an existing director will be re-appointed, including whether the director has served on the Board for a period that could, or could reasonably be perceived to, materially interfere with their ability to act in the best interests of beneficiaries;

(h) the process by which the Board will resolve disputes about nominations, appointment, re-appointment or removal of directors;

(i) when and how a director will be removed from the Board; and

(j) the Board’s policy on voting rights and procedures in relation to nomination, appointment, reappointment and removal of a director.