The Committee keeps itself informed on corporate governance developments; it measures the Group’s governance against relevant best practice standards and informs the Board of its findings and emerging trends; it makes proposals that ensure an adequate size and a well-balanced composition of the Board and further ensures that a majority of the Board is independent; it evaluates candidates for Board membership and makes recommendations to the Board; it evaluates proposals made to the Board for the appointment and removal of members of executive management; it ensures the effectiveness of executive succession and emergency planning processes; it ensures compliance with corporate governance disclosure requirements; it annually reviews the company’s Articles of Association and the Corporate Bylaws and informs the Board of its findings and proposals; it reviews the Group’s communication policy; it periodically reviews the Group’s guiding principles, the corporate citizenship activities and the corporate sustainability plan; it monitors investor relations activities and the relationship with rating agencies; it examines how public reports are perceived, especially with regard to whether they fulfil the needs and expectations of international investors; it monitors the shareholder structure; it has initial responsibility for assessing any merger and take-over proposals submitted to the Group; it has initial responsibility for reviewing material transactions with any of the Group’s significant shareholders; and it establishes a procedure for the directors to comment on the Board’s performance.