Navigating Challenges • EMBRACING DIVERSITY | ANNUAL REPORT 2015
NOTICE OF ANNUAL GENERAL MEETING
statisTICS OF SHAREHOLDINGs
FINANCIAL CONteNts
CORPORATE GOVERNANCE REPORT
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;
•
the NC meets with short-listed candidates to assess their suitability and ensure that the candidates are aware of
the expectations; and
•
the NC makes recommendations to the Board for approval.
