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ANNUAL REPORT 2011/2012
d. Board membership
(Principle 4)
We believe that board renewal must be an on-going process to ensure good governance and
maintain relevance to the changing needs of the Group’s businesses.
Nominating Committee (“NC”)
To achieve a formal and transparent process for the appointment of directors to the Board,
the NC was set up on 1 September 2002. The NC is responsible for identifying and selecting
new directors. In compliance with the new Code requirements, the Chairman of the NC is an
independent director and is not associated with a substantial shareholder, and the majority
of the NC members are independent. It comprises of two non-executive and independent
directors and one executive director, namely:
Mr Mark Anthony James Vaile Chairman
Mr Ow Chio Kiat Member
Mr Wong Hung Khim Member
The NC’s principal functions are as follows:
● Decide on and propose to the Board, for approval and implementation, the assessment
process including determining a set of objective performance criteria for evaluating the
Board’s performance from year to year
● Evaluate the Board’s performance and the contributions of each director to the
effectiveness of the Board in accordance with the assessment process and performance
criteria mentioned above
● Consider, review and recommend to the Board any new Board appointments or
re-appointments of executive or non-executive directors
● Determine annually whether or not a director is independent in accordance with the
guidelines on independence as set out in the Code
All the directors are subject to the provisions of the Company’s Articles of Association
whereby one-third of the directors are required to retire and subject themselves to re-election
by the shareholders at every annual general meeting (“AGM”), (“one-third rotation rule”).
A newly appointed director will have to submit himself for re-election at the AGM immediately
following his appointment and, thereafter, he is subjected to the one-third rotation rule.
Corporate Governance Statement