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Director Independence

The Yancoal Australia Board has assessed the independence of each of the non-executive Yancoal Australia Directors (including the Chairman) in light of their interests and relationships. A majority of the Yancoal Australia Board are not considered independent Yancoal Australia Directors having regard to their affiliation with Yanzhou Coal .

The criteria considered in assessing the independence of non-executive Yancoal Australia Directors is set out in the Board Charter. A non-executive Yancoal Australia Director is considered independent if:

  • at the time of appointment, the Yancoal Australia Director has not, within the last three years, been employed in an executive capacity by Yancoal Australia or another group member, or been a director after ceasing to hold any such employment; and
  • the Yancoal Australia Director is free from any interest and any business or other relationship that could materially interfere with, or could reasonably be perceived to interfere with, the exercise of their unfettered and independent judgement and their ability to act in the best interests of Yancoal Australia.

Although as a nominee of Yanzhou Coal, the Chairman of the Yancoal Australia Board is not considered independent by these criteria, the Yancoal Australia Board considers that this is an appropriate reflection of Yanzhou Coal’s majority shareholding in Yancoal Australia and is consistent with market practice.

Each independent Director must regularly provide the Board with all information relevant to their continued compliance with the independence standard. The independence of Yancoal Australia Directors will be reviewed by the Yancoal Australia Board on a regular basis with assistance from the Nomination and Remuneration Committee. The Nomination and Remuneration Committee will also assist the Yancoal Australia Board with regular evaluation of the performance of the Yancoal Australia Board, Board Committees and individual Yancoal Australia Directors.

The Yancoal Australia Board collectively, and each Yancoal Australia Director individually, has the right to seek independent professional advice, subject to the approval of the Chair, or the rest of the Yancoal Australia Board as a whole.