REPORT ON CORPORATE GOVERNANCE
The responsibilities of the Nominating Committee include:-
(i)
taking into account the scope and nature of the operations of the Group to determine the appropriate size of the Board;
(ii) re-nominating Directors, having regard to each Director’s contribution and performance, including, if applicable, as an
independent Director;
(iii) ensuring that the Board comprises Directors who as a group provide competencies such as accounting or finance, business
or management experience, industry knowledge and strategic planning experience;
(iv) reviewing of training and professional development programs for the Board;
(v) making plans for succession;
(vi) recommending internal guidelines to address the competing time commitments faced by Directors who serve on multiple
boards
(vii) determining annually if a director is independent, bearing in mind the circumstances set forth in Guideline 2.3 of the Code
and any other salient factors; and
(viii) evaluating the performance of the Board and individual Board Committee as a whole as well as each Director’s contribution.
The Articles of Association of the Company provides for all Directors of the Company to retire by rotation at least once every
three years. The Directors, who are eligible for re-election, may submit themselves for re-election at the Annual General Meeting
(“AGM”).
During the year, the Nominating Committee met and approved the re-nomination of Directors. No member of the Nominating
Committee participated in deliberations or decisions on recommendations for his own re-nomination to the Board.
The Nominating Committee has assessed the independence of the Non-executive Directors and is satisfied that there are no
relationships which would deem any of the Non-executive Directors, other than Mr Tan Mok Koon, not to be independent.
Although Mr LimMing Seong, Dr LimBoh Soon, Mr Lee Soo Hoon andMr Sin Boon Ann have served on the Board for more than
nine years, the Board concurred with the Nominating Committee’s view that they are independent in character and judgement
and there were no circumstances which would likely affect or appear to affect their judgement. The Board acknowledges their
combined strength of characters, objectivity and wealth of useful and relevant experience bring themselves to continue effectively
as Independent Directors. The Board acknowledges and recognizes the benefits of the experience and stability brought by these
long-serving Independent Directors.
The Nominating Committee has adopted internal guidelines to address the conflict of competing time commitments that are
faced by the Directors when the Directors have multiple board representations. With due respect to individual autonomy of
each Director, no maximum number of listed company board representations a Director may hold is prescribed. If a Director
is on the Board of other companies, the Nominating Committee will consider whether adequate time and attention have been
devoted to the Company. In the event that there are sufficient grounds for concern, the Chairman of the Board shall discuss, and
if necessary, warn the Director of the issues and in any continuance, the consequences flowing from the situation. Despite some
of the Directors having other board representations, the Nominating Committee is satisfied that these Directors are able to and
have adequately carried out their duties as Directors of the Company.
TheNominatingCommittee is responsible for identifying and recommending to the Board newBoardmembers, after considering
the necessary and desirable competencies. Accordingly, in selecting potential new directors, the Nominating Committee will seek
to identify the competencies required to enable the Board to fulfil its responsibilities. In doing so, the Nominating Committee
will have regard to the results of the annual appraisal of the Board’s performance. The Nominating Committee may engage
consultants to undertake research on, or assess candidates for new positions on the Board, or to engage such other independent
experts as it considers necessary to carry out its duties and responsibilities. Recommendations for new Board members are put
to the Board for its consideration.
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ANNUAL REPORT 2014
