STAMFORD TYRES CORPORATION LIMITED
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DRIVING IT UP
Principle 4 : Board Membership
There should be a formal and transparent process for the appointment and re-appointment of directors to the Board.
Principle 5 : Board Performance
There should be a formal annual assessment of the effectiveness of the Board as a whole and its board
committees and the contribution by each director to the effectiveness of the Board.
The NC comprises three directors, two of whom, including the Chairman, are independent directors. The
Committee Chairman is Mr Sam Chong Keen and the other members are Mr Tay Puan Siong and Mr Wee Kok Wah.
The NC’s written key terms of reference describe its responsibilities and these include:
l
reviewing and assessing candidates for directorships (including executive directorships) before nominating
such candidates to the Board for approval;
l
reviewing and recommending to the Board the re-election and re-appointment of directors under the
retirement provisions in accordance with the Company’s Constitution at each annual general meeting
(“AGM”);
l
reviewing the composition of the Board annually to ensure that the Board has an appropriate balance of
independent directors and ensuring an appropriate balance of expertise, skills, attributes and abilities on
the Board;
l
reviewing and determining annually if a director is independent in accordance with the Code 2012 and any
other salient factors;
l
where a director has multiple board representations, deciding whether the director is able to and has been
adequately carrying out his duties as director; and
l
reviewing the succession plan for directors and key executives of the Group.
The Board, through the delegation of its authority to the NC, has used its best efforts to ensure that directors
appointed to the Board possess the background, experience and knowledge in technology, business, finance
and management skills critical to the Group’s businesses and that each director, through his unique contributions,
brings to the Board an independent and objective perspective to enable balanced and well-considered decisions
to be made.
The search and nomination process for new directors, if any, will be through search companies, contacts and
recommendations that go through the normal selection process, to cast its net as wide as possible for the right
candidates. New directors are appointed by the Board after the NC has reviewed and recommended their
appointment.
Corporate Governance
(Cont’d)
