Paragraph 1.01​
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independent director​

 

means a director who is independent of management and free from any business or other relationship which could interfere with the exercise of independent judgement or the ability to act in the best interests of an applicant or a listed issuer. Without limiting the generality of the foregoing, an independent director is one who -

​(a)​​is not an executive director of the applicant, listed issuer or any related corporation of such applicant or listed issuer (each corporation is referred to as "said Corporation");
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​(b)​​has not been within the last 2 years and is not an officer (except as a non-executive director) of the said Corporation. For this purpose, "officer" has the meaning given in section 4 of the Companies Act 1965; FAQ 1.2(i), FAQ 1.2(ii), FAQ 1.6 
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​(c)​​is not a major shareholder the said Corporation;
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​(d)​​is not a family member of any executive director, officer or major shareholder of the said Corporation; FAQ 1.2(i)
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​(e)​​is not acting as a nominee or representative of any executive director or major shareholder of the said Corporation; FAQ 1.2(iii)
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​(f)​has not been engaged as an adviser by the said Corporation under such circumstances as prescribed by the Exchange or is not presently a partner, director (except as an independent director) or major shareholder, as the case may be, of a firm or corporation which provides professional advisory services to the said Corporation under such circumstances as prescribed by the Exchange; or FAQ 1.2(iv)
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​(g) ​has not engaged in any transaction with the said Corporation under such circumstances as prescribed by the Exchange or is not presently a partner, director or major shareholder, as the case may be, of a firm or corporation (other than subsidiaries of the applicant or listed issuer) which has engaged in any transaction with the said Corporation under such circumstances as prescribed by the Exchange. FAQ 1.2(v), FAQ 1.2(vi), FAQ 1.2(vii), FAQ 1.2(viii), FAQ 1.2(ix), FAQ 1.2(x), FAQ 1.2(xi), FAQ 1.2(xii)
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​[ Cross reference: Practice Note 13 ]