Page 24 - GROUP 3 NAKED HOTEL LIMITED ANNUAL REPORT

CORPORATE GOVERNANCE

Ultimately, ensuring that Naked Hotel Limited has a robust and effective corporate governance
framework, that ensures greater transparency, protection of shareholder interests and enhances
the financial performance of the company, is a primary responsibility of the Board of Directors
and Management. At Naked Hotel Limited, effective corporate governance principles are the
core of our internal practices and policies as well as our business approach.

The Board of Naked Hotel Limited ended the year 2016 with 7 directors, four Non-Executive
Directors and three Executive Directors. The names of the Directors including details of their
qualifications and experience are set out on pages _ and _ of this report. In accordance with the
Company’s Articles, one third of its Directors retire by rotation every year. Each of the Non-
Executive Directors brings considerable business and professional experience, independent
challenge, and rigor to the deliberations of the Board. The Board considers a Director to have
met the criteria for independence if he or she does not represent a significant shareholding or
whether any spouse, child or dependent of the director was an advisor, director or senior
employee of the Company, is not a close relative of an essential shareholder and does not have
an employment relationship with Naked Hotel Limited, which takes account of any employment
by, or material business relationships with, the Company within the last three (3) years, receipt of
additional remuneration from the Company (apart from a director’s compensation) or
participation in the Company’s performance-related pay scheme within the last three years.

Led by its Chairman, Tajhae Cunningham, the Naked Hotel Limited Board sought to provide
shareholders with confidence that the company’s operations were conducted in a manner where
risks were managed and value added to shareholders and the community in which the Hotel
operates. Accordingly, during the year under review, the Board continued to provide strategic
leadership and oversight to the Group, promoting and ensuring the execution of the Company’s
approved strategy and objectives.

The Company Secretary attends all Board meetings and is responsible for ensuring that
established procedures are followed and all relevant statutes and regulations which are applicable
to the Company, are complied with. All Directors have separate and independent access to the
Company Secretary.

Matters which are specifically reserved for decision making by the Board, include those
involving corporate plans and budgets, material acquisitions and disposal of assets, corporate
financial restructuring, share issues, dividends, and other returns to Shareholders. Although the
day to day functions of the business are delegated to management, it is the Board which remains
ultimately accountable to its Shareholders to ensure that the business is managed in compliance
with applicable laws, and is consistent with safe business practices.

The Company does not have a formal training programme for the Directors. However, in
discharging that obligation, Directors may rely on the expertise of the Company’s senior

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