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ANNUAL REPORT 2014/2015
CORPORATE GOVERNANCE STATEMENT
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Identify, review and recommend 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
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Review and recommend to the Board re-appointment of directors having regard to their performance,
commitment, skill sets and ability to contribute to the Board
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Review the appropriate size of the Board
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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 fulfil his/her duties as a director of the Company. The NC conducts a review of the time
commitment of each of 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 FY2015, 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.
Principle 5: Board Performance
The Company holds the belief that the Group’s performance and that of the Board are directly related. The
Company assesses the Board’s performance through its ability to steer the Group in the right direction and the
support it renders to Management. For the purpose of evaluating directors’ performance, the NC takes into
consideration a number of factors including the directors’ attendance, participation and level of participation
and contributions at the main board and board committee meetings and other Company activities.
