3 (iii) (iv) directors representing, appointed by or employed by a shareholder with a relevant interest of at least 5% (significant shareholder) shall comply with the Corporation`s nominee director protocol; and other directors are appointed at the discretion of the Board of Directors. The Board notes that: (ii) (iii) (iv) (v) (vi) (vii) The Chief Executive Officer is a director; Etihad Airways, registered shareholder; Singapore Airlines, which is a registered shareholder; Virgin Group, which is a major shareholder; the HNA Group, which is a major shareholder; Nanshan, which is a major shareholder; Six directors, including the President, are independent, non-executive directors. The Board of Directors considers that its composition is appropriate in view of the interests held by the registered shareholders and the significant shareholder and that the Chairman is an independent, non-executive director who has a decisive vote in the event of a tie at a meeting of directors. 4.2 Subsidiaries The Board of Directors of Virgin Australia shall determine the composition, powers and powers of the affiliated bodies of the Company, unless such matters are contractually agreed in connection with joint venture investments. Where appropriate, the Management Board may appoint an independent person to a management body of such a related body. The Board of Directors may decide to appoint a senior representative of the Board of Directors to the boards of directors of significant operating subsidiaries. 4.3 Committees of the Board of Directors The Board of Directors has established additional committees and may establish them to assist it in the performance of its duties. These committees act by examining various issues and making recommendations to the Board of Directors. Page 3 of 8 5 Any decision of the Board of Directors whether or not to make a director an independent director is conclusive, and all directors will comply with that decision. 6.
Roles 6.1 President The President will be an independent, non-executive director. The Chairman has a decisive vote in the general meetings of the Directors. 6.2 Chief Executive Officer The Chief Executive Officer is responsible for the management of the business and is accountable to the Board of Directors for day-to-day operations. The CEO is authorized to delegate the powers conferred on him at his discretion. Delegation of authority by the CEO is subject to the limitations and restrictions set out in the Delegated Authorities Manual. 7. Delegated Authorities to Senior Management 7.1 Delegation to the Chief Executive Officer The Board of Directors has delegated authority to the Chief Executive Officer over the day-to-day management of the Corporation, its subsidiaries and their respective business activities. 7.2 Reserved powers All responsibilities that the Management Board has not expressly delegated to the Chairman of the Management Board or through him to the Heads of Department remain the responsibility of the Executive Board. .