DRIVING IT UP
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ANNUAL REPORT 2016
The NC recommends all appointments and re-nominations of directors to the Board and Board committees. The
Company’s Constitution provides 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 2016, 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 of 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 consideration and careful assessment, 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 the Board
or on the Committees. The Company has also benefited from their years of experience in their respective fields
of expertise. Mr Sam Chong Keen, Mr Tay Puan Siong and Mr Goh Chee Wee have each abstained from the
discussion and deliberation during the review of their respective independence.
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.
Corporate Governance
(Cont’d)
