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## Structure of the Board (continued) 

The following Directors of the Company during the period were determined to be non-independent: 

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For the period 1 January 2013 to 15 March 2013, the Board comprised an equal number of independent and non-independent directors (4:4). 

For the period 16 March 2013 to 31 March 2013, the Board comprised a majority of independent directors (4:3). Following the appointment of Dr. Mohd Emir Mavani Abdullah as a Director of the Company subsequent to the end of the reporting period, the Board currently comprises an equal number of independent and non-independent directors (4:4). 

The Board is of the view that the Board’s composition serves the interests of shareholders for the following reasons: 

  The Board has a majority of non-executive Directors and the Chairman, Mr. D. McGauchie, is an independent, non-executive Director. Mr. D. McGauchie has a casting vote ensuring the balance of power at Board level is retained by independent non-executive directors. 

  Having regard to the size of IFFCO Poultry Co SDN BHD’s investment and the absence of any other relationship between the Company and IFFCO Poultry Co SDN BHD, the Board believes IFFCO Poultry Co SDN BHD’s interests are independent of management and are aligned with those of all shareholders. 

  Having regard to the size of Southeast Point’s investment and the absence of any other relationship between the Company and Southeast Point or the Tavistock Group, the Board believes Southeast Point’s interests are independent of management and are aligned with those of all shareholders. 

  All Board committees are comprised only of non-executive Directors and each Chair of a committee is an independent Director. 

There are procedures in place, agreed by the Board, to enable Directors in furtherance of their duties to seek independent professional advice at the Company’s expense. 

The term in office held by each Director in office at the date of this report is as follows: 

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