Sustainability
Baker Technology Limited
Whilst takingsteps tocomplywith theaforesaidguideline, theBoardhas taken theposition thatanynew
Boardmembershouldhave theappropriateexpertiseandexperience toadddiversity to thebreadthand
depthof anyBoarddiscussions.At present,whilst acknowledging theobjectiveof thisGuideline, the
Boardand theNCareof theopinion that theprocessof decisionmakingby theBoard is independent
despite itscurrentBoardcomposition.Further, inviewof theongoingchallenges facedbymarineand
offshore oil and gas industry, theBoard is of the view that it would needmore time to consider the
choiceof a suitablenewBoardmember.
TheNCdetermines on an annual basiswhether or not aDirector is independent, taking into account
theCode’s definitionof an independent director andguidelines as to relationships indetermining the
independence of a director. For the purpose of determiningDirectors’ independence, everyDirector
has provided declaration of their independencewhich is deliberated upon by theNC and theBoard.
The NC has reviewed and is satisfiedwith the independence of the Independent Directors, namely
MrWongMengYeng,MrAngMiahKhiangandMsHanSahHeokVicky.
Composition andSize of theBoard
TheNC reviews thesizeandcompositionof theBoardandBoardCommitteesannually toensure that
the sizeof theBoard is conducive to effectivediscussion anddecisionmaking and theBoardhas the
appropriatenumberofIndependentDirectors.When there isavacancyoraneedfornewappointments
to theBoard, theNCwillselectandrecommendcandidatesbasedon theirskills,experience,knowledge
anddiversity in termsof expertise.TheBoard isof theview that itspresent size is appropriate, taking
into account the nature and scope of the Group’s operations. The current Board has a goodmix of
core competencies in the areas ofmarine and offshore industry knowledge, accounting and finance,
compliance, legal,businessandmanagementexperience, familiaritywith regulatory requirementsand
knowledgeof riskmanagement.TheBoardhas two femaleDirectors, in recognitionof the importance
andvalueofgenderdiversity.Theprofilesof theDirectorsaresetoutonpage12of thisAnnualReport.
Role of theNon-ExecutiveDirectors
TheNon-ExecutiveDirectors, including IndependentDirectors, participate actively in theBoard and
BoardCommittees. They are encouraged to constructively challenge and help develop proposals on
strategyandreview theperformanceofManagement inmeetingagreedgoalsandobjectivesandmonitor
thereportingofperformance.TofacilitateamoreeffectivecheckonManagement, theyareencouraged
tomeet regularlywithout the presence ofManagement. In addition, they are free to request further
clarification and have independent access to our SeniorManagement. If necessary, Non-Executive
Directors, includingIndependentDirectors,mayinitiatemeetingstoaddressanyspecificmatterinvolving
anyothermember of ourManagement.
Principle 3:Chairman andChiefExecutiveOfficer
There is a clear separationof roles and responsibilities of theChairman andChief ExecutiveOfficer
(“CEO”). TheChairman of theBoard isMr LimHo Seng. He has no familial relationshipwith the
CEO of theCompany. TheChairman provides leadership to theBoard. He sets themeeting agenda
in consultationwith theCEO and ensures thatDirectors are providedwith accurate, timely and clear
information, promotes a culture of openness and debate at the Board as well as to ensure effective
communicationwith the shareholders. In addition, the Chairman encourages constructive relations
within the Board and between the Board andManagement to facilitate the effective contribution of
Non-ExecutiveDirectors inparticular inorder topromotehighstandardsofcorporategovernance.The
CEO supervises theday-to-daybusinessoperations and executionsof strategies andpolicieswith the
support of theExecutiveDirector andManagement.
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