Sustainability
Annual Report 2016
CORPORATE
GOVERNANCE
REPORT
MrWongMengYeng acts as the Lead Independent Director and is the principal liaison to address
shareholders’concerns, inwhichdirect contact throughnormal channelsof theChairman, theCEOor
theChiefFinancialOfficer (“CFO”)have failed to resolveor forwhich suchcontact is inappropriate.
The IndependentDirectorshavemetwithout thepresenceofotherDirectors inFY2016and theLead
IndependentDirector hasprovided feedback to theChairmanafter themeeting.
Principle 4:BoardMembership
NCComposition
The NC comprisesMrWongMengYeng, Ms Han Sah HeokVicky and Dr Benety Chang. The
Chairmanof theNC isMrWongMengYeng, theLead IndependentDirector. IndependentDirectors
makeup themajorityof theNC.
TheNC’s responsibilities, assetout in its termsof referenceapprovedby theBoard, are to reviewand
recommend candidates for appointment and re-appointment ofDirectors to theBoard and theBoard
Committees,determineDirector’sindependence,evaluateperformanceoftheBoardasawhole, itsBoard
Committees and the individualDirectors, review appointments and resignations of keymanagement
personneland to review theDirector’s trainingandcontinuousprofessionaldevelopmentprogramme.
During theyear, theNCheldone scheduledmeetingwith full attendance.
Process for selection and appointment of newDirectors
TheNCmakes recommendations to theBoard on all board appointments and re-appointments. The
selectionforsuitablecandidatesisconductedthroughcontactsandrecommendationsandwherenecessary,
external consultantsmaybe engaged at theCompany’s expense. In reviewing and recommending to
theBoardanynewDirector appointment, theNCconsiders theneedsand requirementsof theBoard
and evaluates the candidate’s independence, competencies and suitability of the candidates which
include, age, gender, academic andprofessional qualifications, industry experience, number of other
directorships, relevant experienceasadirector andabilityandadequacy incarryingout required task.
Candidateswhoareshortlistedafterbeing interviewedbymembersof theNCare thenassessedby the
Board for approval andappointment.
Therearecurrentlynoalternatedirectors appointed to theBoard.
Directors’TimeCommitments
TheNChasadopted internalguidelinesaddressingcompeting timecommitments that are facedwhen
Directorsserveonmultipleboards.Theguidelinestipulates that,asageneral rule,eachDirectorshould
not holdmore than five listed company board representations and other principal commitments. In
determining theabilityof aDirector tocarryout hisdutiesasaDirectorof theCompany, theNCalso
takes intoaccount the resultsof theassessment of theeffectivenessof the individualDirector and the
respectiveDirectors’actual conduct on theBoard.
SUSTAINABILITY
-
56
-
