4
more than 30% of the total number of votes which may be cast on a poll at general
meetings of the Company's shareholders on all, or substantially all, matters.
"
Directors
" means the directors of the Company for the time being.
"
Employee Plan
" means any plan, program, or other arrangement providing for
employment, compensation, retirement, deferred compensation, severance, separation,
stock option or other benefits, which has been sponsored, contributed to or required to be
contributed to by the Company for the benefit of any person who performs or who has
performed services for the Company and their relations (as determined in accordance with
such plan).
"
Independent
" means a Director who has no direct or indirect material relationship with
the Company other than membership on the board and who:
(a)
is not, and has not been in the 5 years immediately preceding his appointment
employed by KEC, the Company or any of their respective Affiliates;
(b)
does not have, and has not had in the 5 years immediately preceding his
appointment, a business relationship with KEC, the Company or their respective
Affiliates (either directly or as a partner, shareholder (other than to the extent to
which shares are held by such Director pursuant to a requirement of Applicable
Law in Kuwait or Jersey relating to directors generally), and is not a director,
officer or senior employee of a Person that has or had such a relationship);
(c)
is not affiliated with any non-profit organization that receives significant funding
from KEC, the Company or any of their respective Affiliates;
(d)
does not receive and has not received in the 5 years immediately preceding his
appointment, any additional remuneration from KEC, the Company or any of their
respective Affiliates other than his or her director's fee (including any honorarium)
and such director’s fee (including any honorarium) does not constitute a significant
portion of his or her annual income;
(e)
does not participate in any share option scheme (which, taken together with any
interest in the Company as a shareholder, constitutes a material interest) or
pension scheme of KEC, the Company or any of their respective Affiliates;
(f)
is not employed as an executive officer of another company where any of the
executive officers of KEC or the Company serve on that company's board of
directors;
(g)
is not, nor has been at any time during the 5 years immediately preceding his
appointment, affiliated with or employed by a present or former auditor of KEC,
the Company or any of their respective Affiliates;
(h)
does not hold a material interest in KEC, the Company or any of their respective
Affiliates (either directly or as a partner, shareholder, optionholder, director, officer
or senior employee of a Person that holds such an interest);
(i)
is not a member of the immediate family (and is not the executor, administrator or
personal representative of any such Person who is deceased or legally
incompetent) of any individual who would not meet any of the tests set out in (a)
to (h) above (were he or she a director of KEC or the Company);
(j)
is identified in the annual report of the Company distributed to the shareholders of
the Company as an independent director; and
(k)
has not served on the board or the KEC Board for (in aggregate) more than 10
years.
