LHN Limited - Annual Report 2015 - page 28

26 LHN Limited Annual Report
Report on
Corporate Governance
The NC has noted that the following directors will retire by rotation at the forthcoming AGM pursuant to
the following Articles of Association:
Name of Director Designation
Retiring Pursuant to
Article of Association
Jess Lim Executive Director and
Group Deputy Managing Director 98
Lee Gee Aik Lead Independent Director 102
Ch’ng Li-Ling Independent Director 102
Eddie Yong Independent Director 102
The NC had reviewed, taking into consideration Ms Jess Lim’ s ability to contribute through her business
acumen, strategic thinking process for the business and her contributions through carrying out her executive
responsibilities, recommended that Ms Jess Lim who will retire by rotation pursuant to Article 98 of the
Articles of Association, being eligible and having consented, be nominated for re-election as Director at
the forthcoming AGM, and subject to being duly re-elected , Ms Jess Lim will remain as the Executive
Director and Group Deputy Managing Director. Key information details on Ms Jess Lim are set out on
page 11 of this Annual Report.
Pursuant to Article 102 of the Articles of Association, Mr Lee Gee Aik, Ms Ch’ng Li-Ling and Mr Eddie
Yong, who were appointed by the Board during FY2015, will retire at the forthcoming AGM. The NC, with
the respective member who is interested in the discussion having abstained from the deliberations, had
reviewed and recommended the above respective Independent Directors for re-election at the forthcoming
AGM. In the NC’s review for the recommendation of the Independent Directors for re-election, the NC took
into consideration the independence of each Independent Director, their respective professional experience
and time commitment. Key information details on Mr Lee Gee Aik, Ms Ch’ ng Li-Ling and Mr Eddie Yong are
set out on pages 11 and 12 of this Annual Report.
Upon re-election as Director, Mr Lee Gee Aik will remain as the Lead Independent Director, the AC Chairman
and a member of NC and RC. Ms Ch’ng Li-Ling upon re-election as a Director will remain as an Independent
Director of the Company, the RC Chairman and a member of the AC and NC. Mr Eddie Yong will, upon
re-election, remain as an Independent Director, the NC Chairman, and a member of the AC and RC.
Mr Lee Gee Aik, Ms Ch ’ng Li-Ling and Mr Eddie Yong, will be considered independent for the purposes of
Rule 704(7) of the Catalist Rules.
In assessing and recommending a candidate for appointment to the Board, the NC takes into consideration
the background, qualifications , experience and knowledge that the candidate brings and which could benefit
the Board. Other important issues to be considered as part of the process for the selection , appointment
and re-appointment of Directors include the composition and progressive renewal of the Board and each
Director’s competencies , commitment, contribution and performance (e. g. attendance, preparedness,
participation and candor), as an Independent Director.
The NC may also engage external search consultants to search for new Directors at the Company’ s expense.
New Directors are appointed by way of a board resolution after the NC recommends the appointment for
the consideration and approval by the Board.
As the Company was listed on the Catalist on 13 April 2015, the newly appointed Independent Directors will
have to retire and be re-elected as Directors by the shareholders pursuant to the Articles of Association.
As a broad-based NC policy, the board nomination process for evaluating an Executive Director vis-à-vis
a Non-Executive or Independent Director is different. For an Executive Director, the nomination process
would in general be tied to his or her ability to contribute through his or her business acumen and strategic
thinking process for the business. As for a Non-Executive or Independent Director, his or her nominations
are hinged on myriad of criteria whereby he or she should possess the independence of mind despite
confirmation via in writing, as evaluated by the NC. The existing Independent Directors were selected from
contacts as recommended to the Management, where the Management had in their opinion, deemed that
these professionals will be able to give an independent view to take the Group’ s business to a higher level
as the current Executive Directors lack listed company directorship experience and would depend on the
stewardship of more experienced Independent Directors.