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A N N U A L R E P O R T 2 0 1 5
T H E S T R E N G T H O F O U R B R A N D S
The Board has not adopted the recommendation of the Code to have separate directors appointed as the Chairman and the
CEO. This is because the Board is of the view that there is already sufficiently strong independent element on the Board to
enable independent exercise of objective judgement on affairs and operations of the Group by members of the Board, taking
into account factors such as the number of Independent Directors on the Board as well as the contributions made by each
member at meetings which relate to the affairs and operations of the Group. The Board is satisfied that one person is able to
effectively discharge the duties of both positions.
The Board has appointed Mr Ng Tiak Soon as the Lead Independent Director. Shareholders with concerns may contact him
directly, when contact through the normal channels to the Executive Chairman and CEO and/or the Chief Financial Officer
(“CFO”) has failed to provide satisfactory resolution, or when such contact is inappropriate.
All the Board Committees are chaired by Independent Directors and more than half of the Board consists of Independent
Directors.
boa r d membe r s h i p
Principle 4: There should be a formal and transparent process for the appointment and re-appointment of directors to the
board.
The Nominating Committee comprises Mr Tan Siok Sing, Mr Ng Tiak Soon and Mr Lim Kim Quee, all of whom are Non-
Executive Independent Directors. Mr Tan Siok Sing is the Chairman of the Nominating Committee.
The Nominating Committee, which has written terms of reference, is responsible for making recommendations to the Board
on all appointments and re-appointments. The key terms of reference of the Nominating Committee, include, amongst
others, the following:
(a)
Make recommendations to the Board relating to:
•
the review of Board succession plans for directors, in particular, for the Chairman of the Board and the CEO;
•
the development of a process for evaluation of the performance of the Board, its Board Committees and
directors;
•
the review of training and professional development programs for the members of the Board; and
•
the appointment and re-appointment of directors (including Alternate Directors, if applicable).
(b)
Review and approve employment of related persons to directors, executive officers or controlling shareholders and the
proposed terms of their employment;
(c)
Review the process of re-nominations of directors who are retiring by rotation for re-election by shareholders, to have
regard to the directors’ contributions and performances (e.g. attendance, preparedness and participation) including, if
applicable, as an Independent Director;
(d)
Decide whether a director who has multiple board representations is able to and has been adequately carrying out
his duties as a director, having taking into account the director’s number of listed company board representation and
other principal commitments;
(e)
Determine annually whether a director is independent and provide its views to the Board for the Board’s consideration;
(f)
Review the Board’s structure, size, composition and balance and make recommendations to the Board if necessary,
and ensure there is strong and independent element on the Board;
(g)
Establish procedures for evaluation of the Board’s performance and assess, on an annual basis, the effectiveness of the
Board as a whole and contributions by each individual director to the effectiveness of the Board;
(h)
Decide how the Board’s performance is to be evaluated; propose objective performance criteria which shall be
approved by the Board; and address how the Board has enhanced long-term shareholder value;
(i)
Identify gaps in the mix of skills, experience and other qualities required in an effective Board and nominate or
recommend suitable candidates to fill these gaps; and
(j)
Ensure that all new members of the Board undergo an appropriate induction programme.
