25
Report on
Corporate Governance
Principle 4 – Board Membership
The Company has established the NC to make recommendations to the Board on all Board appointments
and re-appointments
.
The key terms of reference of the NC include
:
(a) making recommendations to the Board on relevant matters relating to
:
(i) the review of Board succession plans for Directors
,
in particular
,
the Chairman and the MD
;
(ii) the reviewing of training and professional development programs for the Board
;
and
(iii) the appointment and re-appointment of Directors (including alternate Directors
,
if applicable)
;
(b) reviewing and determining annually
,
and as and when circumstances require
,
if a Director is independent
,
in accordance with the Code and any other salient factors
;
(c) reviewing the composition of the Board annually to ensure that the Board and its committees comprise
Directors who as a group provide an appropriate balance and diversity of skills
,
expertise
,
gender
and knowledge of the Group and provide core competencies such as accounting or finance
,
business
or management experience
,
industry knowledge
,
strategic planning experience and customer-based
experience and knowledge
;
and
(d) where a Director has multiple board representations
,
deciding whether the Director is able to and has
been adequately carrying out his duties as a Director
,
taking into consideration the Director
’
s number
of listed company board representation and other principal commitments
.
In addition
,
the NC will make recommendations to the Board on the development of a process for the
evaluation and performance of the Board
,
its Board Committees and individual Directors
.
In this regard
,
the
NC will decide how the Board
’
s performance is to be evaluated and propose objective performance criteria
.
The NC will also implement a process for assessing the effectiveness of the Board as a whole and its
committees
,
and for assessing the contribution of our Chairman and each individual Director to the
effectiveness of the Board
.
The NC Chairman will act on the results of the evaluation of the Board
,
and in
consultation with the NC to propose
,
where appropriate
,
any new member to be appointed to the Board or
seek the resignation of an existing Director
.
The NC comprises four directors
,
three of whom including the NC Chairman
,
are non-executive and
independent
.
The NC members are
:
– Eddie Yong (Chairman)
– Ch
’
ng Li-Ling
– Lee Gee Aik
– Kelvin Lim
At each AGM of the Company
,
the Articles of Association requires one-third of the Directors (or
,
if their
number is not a multiple of three
,
the number nearest to but not less than one-third) shall retire from office
by rotation
,
being one third of those who have been longest in office since their last re-election
.
Newly
appointed Directors will have to retire at the next AGM following their appointments
.
The retiring Directors
are eligible to offer themselves for re-election
.
