New Policy for the Rotation of Directors

A policy developed for the rotation of directors on the Company’s Board with the aim of facilitating renewal while maintaining a level of experience was outlined at the 2013 Annual General Meeting.

Managing Director, Geoff Breust, said in July each year, the Corporate Governance Committee (CGC) will review and determine the number of directors who have served on the Board continuously for five years or more.

“Except in extraordinary circumstances, at least one third of those directors with five years continuous service will be asked to consider retiring from the Board at the next AGM,” Geoff said.

“Under SAV’s Constitution, directors are not obliged to retire, so the process of standing down would be voluntary and incumbent directors would be able to seek re-election”.

SAV currently has eight directors including the Chairman and Managing Director. The Managing Director is an Executive role engaged on contract and, therefore, it is proposed not to include this director position in any rotation arrangements.

SAV shareholders are encouraged to put their hat in the ring for election.

“It is good policy to rotate directors to ensure there is renewal of strategic and independent thinking and governance while at the same time maintaining the corporate knowledge and history – intellectual property – of the Company,” Geoff said.

“Nominations from within the SAV shareholder base to be called on or around 30 August of each year. There will be a 21-day period to present a nominee’s details and credentials and all such nominations, including those of retiring directors who re-nominate, will be considered for election to the vacant director positions at the next AGM.”

The election of a director(s) to fill the vacant position(s) will be held at the next AGM through a process of voting for a nominee for each vacant position either by a show of hands or secret ballot if so called for at the meeting.

A director who has retired, but has been re-elected via this process, is not required to retire for a further period of three years upon which he or she may again seek re-election via this process.