Board Composition

It is Trintech’s policy to have an appropriate mix of executive and independent directors to maintain the independence of the board. The Company’s Memorandum and Articles of Association authorize no fewer than three and not more than fifteen directors. Shareholders may, from time to time, increase or reduce the number of directors by ordinary resolution. At present, there are two executive and four non-executive directors. All of the directors bring independent judgment to bear on issues of strategy, performance, resources, key appointments and standards. The Board meets regularly throughout the year and all directors have full and timely access to the information necessary to enable them to discharge their duties. There is a formal schedule of matters reserved to the Board for consideration and decision but other matters are delegated to Board Committees.

Generally, shareholders at the annual general meeting elect directors by ordinary resolution, a resolution adopted by a majority of the votes cast on the resolution by shareholders entitled to vote on the matter. Shareholders may also, by ordinary resolution, appoint persons at extraordinary meetings to fill vacancies created by retirement or by the increasing of the size of the board.

Trintech’s shareholders may also determine the retirement rotation for any additional directors. Additionally, shareholders may by ordinary resolution at any shareholders meeting remove any director and appoint another person in his place, subject to compliance with the relevant statutory and notice provisions and to the rights of the removed director to compensation or damages arising from the removal.

Trintech’s directors may also, at any time and from time to time, appoint any person to the board to fill a vacancy or as an additional director. Any director so appointed will serve until the next annual general meeting of the shareholders and will be subject to re-election by the shareholders at that meeting. Trintech directors are subject to retirement by rotation. At each annual meeting of the shareholders, one third of the directors, rounded down to the next whole number if it is a fractional number, are required to retire from office. The retiring directors are those who have been in office for the longest period of time. Retirement for persons who became directors or were reappointed on the same day is determined by lot, unless otherwise agreed. The shareholders may immediately reappoint any director who retires at an annual meeting.

Under the current board composition, two directors are required to retire at each annual general meeting of the shareholders. The following table sets forth certain information concerning the Board of Directors: