48 CORPORATE GOVERNANCE INDEPENDENT DIRECTORS CODE OF CONDUCT Under the Board Charter, the majority of the Board and the Chair must be independent. A Director must notify the  Company about any conflict of interest, potential material relationship with the Company or circumstance relevant to his/ her independence. Directors have determined that all Directors except the Chief Executive Officer are independent. In assessing whether a Director  is independent, the Board has considered Directors’ obligations to shareholders, the requirements of applicable laws and  regulations, criteria set out in the Board Charter and the ASX Recommendations. The Board has not set specific materiality  thresholds, considering it more effective to assess any relationship on its merits on a case-by-case basis, and where appropriate,  with the assistance of external advice.  The ASX Recommendations, in summary, state that the Board should consider whether the Director: All Directors, managers and employees are required to act honestly and with integrity. The Company has developed and communicated to all employees and Directors the Fairfax Code of Conduct. The Code  assists in upholding ethical standards and conducting business in accordance with applicable laws. The Code also sets out the  responsibility of individuals for reporting Code breaches. The Fairfax Code of Conduct aims to: Supporting the Code of Conduct is the Company’s range of guidelines and policies. These policies are posted on the Company  intranet, are communicated to employees at the time of employment and are reinforced by training programs. The Code of Conduct is a set of general principles relating to employment with Fairfax, covering the following areas: The Code of Conduct is to be read in conjunction with the codes of ethics for each masthead and the other Fairfax policies as  amended from time to time. • is a substantial shareholder or officer or associated with a substantial shareholder of the Company • was employed in an executive capacity by the Group within the last three years • within the last three years, was a principal of a material professional adviser or a material consultant or an employee materially  associated with a service • is, or is associated with a material supplier or customer of the Group, and • has a material contractual relationship with the Group other than as a Director. • provide clear guidance on the Company’s values and expectations while acting as a representative of Fairfax • promote minimum ethical behavioural standards and expectations across the Group, all business units and locations • offer guidance for shareholders, customers, readers, suppliers and the wider community on our values, standards and  expectations, and what it means to work for Fairfax • raise employee awareness of acceptable and unacceptable behaviour and provide a means to assist in avoiding any real or  perceived misconduct. • business integrity – conducting business with honesty, integrity and fairness; reporting concerns without fear of punishment;  making public comments about the Company and disclosing real or potential conflicts of interest • professional practice – dealings in Fairfax shares; disclosing financial interests; protecting Company assets and property;  maintaining privacy and confidentiality; undertaking employment outside Fairfax; personal advantage, gifts and inducements,  recruitment and selection; and Company reporting • health, safety and environment • Equal Employment Opportunity and anti-harassment • compliance with Company policies, and • implementation of and compliance with the Code of Conduct.