CGOV.7:4.2 - Choose reviewers and eligible decision participants

Determine the relevant independence: from the counterparty, proposer, interested director, controlling holder or another influence named by the matter and its rules. Examine appointments, fees, prior involvement, material relationships and dependence where they affect the judgement. Being external is not a sufficient test of independence.

Select the needed competence and capacity as well. A disinterested reviewer who cannot examine the technical or financial claim does not supply that examination. A specialist can supply analysis to eligible directors without acquiring their decision power.

Establish who may commission the work, receive findings and decide. Recover composition, exclusion, quorum and consent conditions where they apply. Use a suitable existing committee or direct arrangement; establish a new one only when the matter or rule needs it. A proposed replacement member still needs an effective appointment.