BUILDING ON OUR EXTENSIVE NETWORK
The NC recommends all appointments and re-nominations of directors to the Board and Board committees. The
Company’s Articles of Association provide for one-third of the directors to retire by rotation and be subject to re-
election at every AGM. A newly appointed director must also subject himself to retirement and re - election at the
AGM immediately following his appointment. The NC, in considering the nomination of any director for re-election
will evaluate the performance of the director involved.
The NC also determines the independence of directors and evaluates and assesses the effectiveness of the
Board taking into consideration appropriate performance criteria.
As at 30 April 2015, three independent directors have served on the Board for more than nine years. They
are Mr Sam Chong Keen, Mr Tay Puan Siong and Mr Goh Chee Wee. The NC takes the view that a director’s
independence cannot be determined solely and arbitrarily on the basis on the length of time. A director’s
contribution in terms of experience, expertise, professionalism, integrity, objectivity and independent judgment
in engaging and challenging Management in the best interests of the Group as he performs his duties in good
faith, are more critical measures in ascertaining his independence than the number of years served on the
Board. Hence, the Board does not impose a limit on the length of service of the independent directors. However,
the Board and NC will exercise due and careful review, taking into consideration other factors, in assessing the
independence of a director. These factors include,
inter alia
, if the director has any interest, business, relationship
and/or any other material contractual relationships with the Group which could reasonably be perceived to
compromise his independence and interfere with the exercise of his independent business judgment with a view
to the best interest of the Group.
After due and careful rigorous review, the Board, in concurrence with the NC, is of the view that the three
independent directors remain independent in their exercise of judgment and objectivity in Board matters as they
have each continued to demonstrate strong independence in character and judgement in the discharge of
their responsibilities as a Director of the Company. They have not hesitated to express their respective viewpoints,
objectively raise issues or seek clarification as and when necessary from the Board, Management and the
Group’s external advisers on matters pertaining to their area of responsibilities whether on Board or on the
Committees.The Company has also benefited from their years of experience in their respective fields of expertise.
The NC and the Board are of the opinion that the directors, who have been classified as independent under
the Board Composition section, are indeed independent and the current size of the Board is adequate for the
purposes of the Group.
The NC has established a formal appraisal process to assess the performance and effectiveness of the Board
as a whole annually. It focuses on a set of performance criteria which includes the evaluation of the size and
composition of the Board, the Board’s access to information and Board accountability. The findings of such
evaluations were analyzed and discussed with a view to identifying areas for improvement and implementing
certain recommendations to further enhance the effectiveness of the Board. In its evaluation, the NC considers
the expertise and experience of each Board member, their attendance, participation and contributions to the
Board both inside and outside of Board meetings which can be in many forms, including Management’s access
to him for guidance or exchange of views outside the formal environment of the Board.
The NC has assessed that each director in the Company is able to and has been adequately carrying out his
duties as a director of the Company, taking into consideration the director’s number of listed company board
representations and other principal commitments. The NC, with concurrence from the Board, is of the view that it
would not presently be necessary to set an arbitrary limit or cap on the number of directorships which a director
could hold, because such a cap, if determined, would have to depend on factors such as the sizes of the various
companies concerned and the respective roles the individual directors play in them. The Committee also took
into consideration the Company’s existing regime of directors being assessed by each other as an additional
check and balance on the performance of individual directors and that a director should have self-responsibility
to determine whether he was able to discharge his duties properly and effectively as a director when taking on
additional listed company board seats.
Corporate Governance
(Cont’d)
ANNUAL REPORT 2015
20
