AT THE EXECUTIVE COMMITTEE LEVEL
Credence understands that the day-to-day management of the company requires strong leadership from the Executive Chairman and the management team. It also recognizes the challenge and complexity of running a company and believes in teamwork, a collective rather than individual approach. Credence has thus established an executive committee (ExCom), chaired by the Executive Chairman.
The Executive Chairman and senior executives carry out Credence day-to-day management, implementing its goals and objectives and carrying out its strategy.
The Executive Chairman, in close cooperation with the corporate governance and nominations committee, proposes to the board an appropriate number of ExCom members. Achieving the required quality and mix of executives will be the primary consideration in arriving at the overall number. The ExCom’s composition (competencies, skills and mix) is suited to the eective and ecient running of Credence’s day-to-day operations. Each member, including the Executive Chairman, has the experience, knowledge, qualications, and expertise necessary to eectively discharge his or her duties.
All ExCom members have the:
• Trust of Credence shareholders, board members, other managers, and team members of Credence ;
• Ability to relate to the interests of all shareholders and to make well-reasoned decisions;
• Professional expertise and education to be an effective manager;
• Business experience and knowledge of national issues and trends;
• Knowledge of the market, products, and competitors; and
• Capacity to translate knowledge and experience into solutions that can be applied to Credence.
The ExCom meets regularly, and agenda issues are communicated in advance. The working procedures of the ExCom are specied in the charter.
The board is to adopt a succession plan that outlines how it will eectively deal with either the temporary or permanent loss of the Executive Chairman and senior executives. To assist in this process, the Executive Chairman is to provide the board with a list of individuals best suited to replace Credence key executives, including the position of the Executive Chairman. The succession plan goes beyond simply naming a deputy and entails coaching, mentoring, and exposure to the board of directors.
REMUNERATION AND EVALUATION
The amount of remuneration of the Executive Chairman and members of the Executive Committee is set by the board. The remuneration shall have a xed and variable component, and the latter is tied to key performance indicators as set by the board, in-line with the input into Credence long-term development and creation of shareholder value. Credence will not provide personal loans or credit to its executive team.
DUTIES AND RESPONSIBILITIES
The Executive Chairman and members of the Executive Committee act in good faith and with due care in the best interests of Credence and all its shareholders — and not the interests of a particular shareholder — on the basis of all relevant information. The Executive Chairman and members of the ExCom shall abstain from actions that will or may lead to a conict between their and Credence interests. When such a conict exists, members of the ExCom shall disclose information about the conict of interest to the board, and shall abstain from deliberating and voting on such issues. Interaction between the Board and Executive Committee and the Role of the Board Secretary.