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The Nominating Committee views that the effectiveness of each director is best assessed by a qualitative assessment of the
director¡¯s contributions, as well as taking into account each director¡¯s listed company board directorships, and any other relevant
time commitments. While having a numerical limit on the number of directorships may be considered by some other companies to
be suitable for their circumstances, at present, the Board considers the former to be more effective for its purposes. The Company
also does not wish to omit from considering outstanding individuals who, despite the demands on their time, have the capacity to
participate and contribute as new members of the Board.
The Nominating Committee views that it would not be appropriate to set a limit on the number of directorships that a director may
hold because directors have different capabilities, and the nature of the organisations in which they hold appointments and the kind
of committees on which they serve are of different complexities. It is for each director to personally determine the demands of his
competing directorships and obligations and assess the number of directorships they could hold and serve effectively.
For now, the Nominating Committee believes that its qualitative assessment and the existing practice, which require each director to
confirm annually to the Nominating Committee, his ability to devote sufficient time and attention to the Company¡¯s affairs, having
regard to his other commitments, are effective.
Currently, there is an informal succession plan put in place by the Executive Chairman and CEO. Going forward and at the relevant
time, the Nominating Committee will look into a formal succession plan in close consultationwith the Executive Chairman and CEO.
CHA I RMAN AND CH I E F EXECUT I VE OF F I CER
Principle 3: There shouldbe a clear divisionof responsibilities between the leadershipof theBoard and the executives responsible
for managing the Company¡¯s business. No one individual should represent a considerable concentration of power.
Mr Melvin Goh is the Chairman of the Board and the CEO. He assumes the following responsibilities:
(a)
Lead the Board to ensure its effectiveness on all aspects of its role;
(b) Set the agenda and ensure that adequate time is available for discussion of all agenda items, in particular strategic issues;
(c) Promote a culture of openness and debate at the Board;
(d) Ensure that the directors receive complete, adequate and timely information;
(e) Ensure effective communication with shareholders;
(f)
Encourage constructive relations within the Board and between the Board and management;
(g) Promote high standards of corporate governance;
(h) Run the day-to-day business of the Group;
(i)
Ensure implementation of policies and strategies across the Group as set by the Board;
(j)
Lead the management team;
(k)
Assess the risk and opportunities for the growth of its business;
(l)
Review the performance of its existing business; and
(m) Enhance the long-term shareholders¡¯ value of the Company.
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 eachmember 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.
