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Indicative Independent Director Definition

International Finance Corporation

The purpose of identifying and appointing independent directors is to ensure that the board includes directors who can effectively exercise their best judgment for the exclusive benefit of the Company, judgment that is not clouded by real or perceived conflicts of interest. IFC expects that in each case where a director is identified as “independent” the board of directors will affirmatively determine that such director meets the requirements established by the board and is otherwise free of material relations with the Company’s management, controllers, or others that might reasonably be expected to interfere with the independent exercise of his/her best judgment for the exclusive interest of the Company. An indicative definition follows. In each case, the Company and IFC should consider changes tailored to those sorts of relationships that would impair a director’s independence, taking into account the circumstances of the particular Company.

"Independent Director" means a director who is a person who:

1. has not been employed by the Company or its Related Parties in the past five years;

2. is not, and is not affiliated with a company that is an advisor or consultant to the Company or its Related Parties;

3. is not affiliated with a significant customer or supplier of the Company or its Related Parties;

4. has no personal service contracts with the Company, its Related Parties, or its senior management;

5. is not affiliated with a non-profit organization that receives significant funding from the Company or its Related Parties;

6. is not employed as an executive of another company where any of the Company's executives serve on that company's board of directors;

7. is not a member of the immediate family of an individual who is, or has been during the past five years, employed by the Company or its Related...