136/264 Family Relationships There are no family relationships between any of the directors. There are no family relationships between any director and any of the senior management of our Company. Arrangements or Understandings Christopher Marshall was elected as a director pursuant to a shareholder arrangement pursuant to his role as a general partner of TCMI, Inc., which manages the TCV funds. Such shareholder arrangement has since been terminated. None of our other senior management, directors, or key employees has any arrangement or understanding with our principal shareholder, customers, suppliers, or other persons pursuant to which such senior management, director, or key employee was selected as such. Board of Directors Practices Board of Directors Structure Our board of directors currently consists of nine directors and is composed of Class A and Class B directors. Our articles of association will provide that the board of directors must be composed of at least three members. Each director holds office for the term decided by the general meeting of the shareholders, but not exceeding six years, or until his or her successor has been appointed. For more information on the date of expiration of each director’s term and the length of time each director has served, see “Management—Directors, Senior Management, and Employees.” Our directors may be removed at any time, with or without cause, by a resolution of the shareholders’ meeting. See “Description of Share Capital and Articles of Association—Articles of Association—Board of Directors.” Our board of directors has established a remuneration committee. Our remuneration committee consists of Christopher Marshall, Martin Lorentzon, and Shishir Mehrotra. Mr. Marshall is the chair of our remuneration committee. Our remuneration committee has the following responsibilities, among others: • reviewing and making recommendations to our board of directors related to our incentivecompensation plans and equitybased plans; • establishing and reviewing the overall compensation philosophy of the Company; • reviewing and approving total compensation for our chief executive officer and other executive officers; • reviewing and making recommendations regarding the compensation to be paid to our nonemployee directors; • selecting and retaining a compensation consultant; and • such other matters that are specifically delegated to the remuneration committee by our board of directors from time to time. Our board of directors has established an audit committee that consists of Christopher Marshall, Thomas Staggs, and Padmasree Warrior. Thomas Staggs is expected to be the chair of our audit committee. All audit committee members satisfy the “independence” requirements set forth under the rules of the NYSE and in Rule 10A3 under the Exchange Act. Our audit committee has the following responsibilities, among others: • appointing and replacing our independent registered public accounting firm, subject to shareholder approval; • retaining, compensating, evaluating, and overseeing the work of our independent registered public accounting firm; • reviewing with our independent registered public accounting firm any difficulties or material audit issues and the Company’s response to any management letters provided by the independent registered public accounting firm; 129
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