KIM HENG OFFSHORE & MARINE HOLDINGS LIMITED
ANNUAL REPORT 2014
29
CORPORATE
GOVERNANCE REPORT
Board Membership
Principle 4: There should be a formal and transparent process for the appointment and re-
appointment of directors to the Board.
The NC consists of three (3) members, all of whom, including the NC Chairman, are Independent Directors:
Mr Douglas Owen Chester - Chairman
Mr Ong Sie Hou Raymond - Member
Mr Ho Boon Chuan Wilson - Member
The NC will meet at least once a year. The NC is responsible for making recommendations to the Board on
all Board appointments and re-appointments. The key terms of reference of the NC include the following:
regularly reviewing the Board structure, size and composition and making recommendations to the
Board with regards to any adjustments that are deemed necessary;
determining the process for search, nomination, selection and appointment of new Board members
and assessing nominees or candidates for appointment and re-election to the Board;
reviewing Board succession plans for Directors, in particular, the Chairman and CEO;
making recommendations to the Board on the appointment and re-appointment of Directors (including
alternate Directors, if applicable), having regard to the Director’s contribution and performance and
ensuring that all Directors submit themselves for re-election at regular intervals;
identifying suitable candidates and reviewing all nominations for appointment and re-appointment to
the Board;
developing a process for assessing and evaluating the effectiveness of the Board as a whole and its
Board Committees as well as the contributions of each individual Director to the effectiveness of the
Board;
deciding how the Board’s performance may be evaluated and to propose objective performance
criteria;
determining on an annual basis whether a Director is independent, bearing in mind the circumstances
set forth in the Code and any other salient factors;
reviewing training and professional development programmes for the Board; and
determining whether or not a Director is able to and has been adequately carrying out his/her duties
as a Director of the Company, particularly when he/she has multiple Board representations.
The NC has in place a formal process for the selection of new Directors and re-appointment of Directors as
follows:
the NC evaluates the balance of skills, knowledge and experience of the Board and, in light of such
evaluation and in consultation with Board, prepares a description of the role and the essential and
desirable competencies for a particular appointment;
if required, the NC may engage consultants to undertake research on, or assess, candidates for new
positions on the Boards;
