27
Report on
Corporate Governance
Furthermore
,
the NC also had considered
,
and is of the opinion
,
that based on the following considerations
evaluated
,
they had not impeded any Director
’
s performance in FY2015 from carrying out their duties to the
Company
:
(a) expected and/or competing time commitments of each Director
;
(b) number of board representation held by each Director
;
(c) size and composition of the Board
;
and
(d) nature and scope of the Group
’
s operations and size
.
For FY2015
,
the Board did not set any cap on the number of listed company directorships given that all
Independent Directors were able to dedicate their time to the Group
.
Nevertheless
,
if the Board finds that
time commitment is lacking from any particular director
,
they may consider imposing a cap in future
.
There
is no alternate director appointed by any Director in FY2015
.
The following key information regarding Directors are set out on the following pages of this Annual Report
:
(a) Pages 10 to 12 and page 23 – Academic and professional qualifications
,
date of first appointment as
director
,
if any
,
directorships or chairmanships both present and those held over the preceding three
years in other listed companies and other principal commitments
,
whether appointment is executive or
non-executive
,
or considered by the NC to be independent
;
and
(b) Pages 40 and 41 – Shareholdings
,
if any
,
in the Company and its subsidiaries
.
Principle 5 – Board Performance
The NC is responsible for assessing the effectiveness of the Board as a whole
,
the Board committees and
each individual Director
.
The NC decides how the Board
’
s performance may be evaluated and proposes
objective performance criteria that are approved by the Board
.
The NC meets once a year
,
and as warranted by circumstances
,
to discharge its functions
.
In FY2015
,
one
NC meeting was held
.
The Board has implemented a process for assessing its effectiveness as a whole (including its Committees)
and for assessing the contribution by each director to the effectiveness of the Board
.
The assessments of
the Board
,
Board Committees and the individual directors will be carried out annually
.
The assessment utilises a confidential questionnaire
,
covering areas such as Board composition
,
Board
processes managing the Group
’
s performance and the effectiveness of the Board in its monitoring role
.
The
questionnaire is completed by members of the NC jointly with the Chairman of the Board
.
The completed
qualitative assessment questionnaires are collated for deliberation by the NC
.
The results
,
conclusions and
recommendation are then presented to the Board by the NC
.
The assessment of the individual directors will be done through peer-assessments
,
in each case through a
confidential questionnaire to be completed by directors individually
.
The assessment parameters for such
individual evaluation include attendance and contributions during Board and Board Committee meetings as
well as commitment to their roles as directors
.
The completed questionnaires will then be collated for the
NC
’
s deliberation and reported to the Chairman of the Board
.
The Chairman will act on the results of the
performance evaluation and the recommendation of the NC
,
and where appropriate
,
in consultation with
the NC
,
new members may be appointed or resignation of directors may be sought
.
As the Company was listed in April 2015
,
the NC had concurred that it would be meaningful to evaluate the
performance of the Board as a group collectively for FY2015 instead of evaluating the performance of the
Board
’
s committees or individual Director given the short time span
.
As such
,
no assessment was carried
out for the Board Committees and each individual Director for FY2015
.
