ANNUAL REPORT
2016
.35
CORPORATE
GOVERNANCE
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 Group Financial Controller
(“
GFC
”) has failed to provide satisfactory resolution, or when such contact is inappropriate.
All the Board committees are chaired by Independent Directors andmore than half of the Board consists of Independent Directors.
BOARD MEMBERSH 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 KimQuee, 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.
Process for selection and appointment of new directors
The Nominating Committee leads the process of selection and appointment of new directors. The Nominating Committee has
in place a formal, written procedure for making recommendation to the Board on the selection and appointment of directors.
Such procedures would be activated when a vacancy on the Board arises or when the Board is considering making a new Board
appointment either to enhance the core competency of the Board or for the purpose of progressive renewal of the Board.
The Nominating Committee will evaluate the balance, skills, knowledge and experience of the existing Board and the requirements
of the Group, in determining the role and key attributes that an incoming director should have.
