CORPORATE GOVERNANCE STATEMENT
The NC’s principal functions are to:
• 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
• Identifying, reviewing and recommending Board appointments for approval by the Board, taking
into account the experience, expertise, knowledge and skills of the candidate and the needs of
the Board
• Reviewing and recommending to the Board re-appointment of directors having regard to their
performance, commitment, skill sets and ability to contribute to the Board
• Review the appropriate size of the Board
• Determine annually whether or not a director is independent in accordance with the guidelines on
independence as set out in the 2012 Code
Internal guidelines have been established to address the competing time commitments faced by
directors due to multiple board representations. All directors are required to declare their board
representations. The NC has reviewed the abilities of each director and is satisfied that each director
is able to devote adequate time and attention to the affairs of the Company to fulfil his/her duties as
a director of the Company. The NC conducts a review of the time commitment of each director on
an ongoing basis. The Board believes that each director should personally determine the demands
of his or her competing directorships and obligations and assess how much time is available to
serve on the Board effectively. Accordingly, the Board has reviewed and is satisfied with the time
commitment of the directors and has not made a determination of the maximum number of board
representations a director may hold.
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 (“one-third rotation
rule”) by the shareholders at every annual general meeting (“AGM”).
A newly appointed director will have to submit himself for re-election at the AGM immediately
following his appointment and, thereafter, he is subject to the one-third rotation rule.
The NC was satisfied that in FY2014, where a director had other listed company board representation
and/or other principal commitments, the director was independent and was able to adequately carry
out his duties as a director of the Company.
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STAMFORD LAND CORPORATION LTD
ANNUAL REPORT 2013/2014
