ANNUAL REPORT
2016
.37
CORPORATE
GOVERNANCE
The Nominating Committee Chairman evaluates the performance and contribution of each director on an informal basis. The
Nominating Committee will, at the relevant time, look into adopting guidelines for annual assessment of the contribution of
each individual director to the effectiveness of the Board.
The Board has not engaged any external facilitator in conducting the assessment of the Board¡¯s performance. When relevant,
the Nominating Committee will consider such engagement.
ACCES S TO I NFORMAT ION
Principle 6: In order to fulfil their responsibilities, directors should be providedwith complete, adequate and timely information
prior to the Board Meetings and on an on-going basis so as to enable them to make informed decisions to discharge their
duties and responsibilities.
The management recognises the importance of ensuring the flow of complete, adequate and timely information to the directors
on an on-going basis to enable them to make informed decisions to discharge their duties and responsibilities.
To allow directors sufficient time to prepare for the meetings, Board and Board committee papers are distributed to directors
a week in advance of the meeting. Any additional material or information requested by the directors is promptly furnished.
The management¡¯s proposals to the Board for approval provide background and explanatory information such as facts, resources
needed, financial impact, regulatory implications, expected outcomes, conclusions and recommendations. Employees who
can provide additional insight into matters to be discussed will be present at the relevant time during the Board and Board
committee meetings. In order to keep directors abreast of the Group¡¯s operations, the directors are also updated on initiatives
and developments on the Group¡¯s business as soon as practicable and/or possible and on an on-going basis.
To facilitate direct access to the management, the directors are also provided with the names and contact details of the
management team.
The management also provides the Board with management reports. These reports include budgets, forecasts and monthly
management accounts. In respect of budgets, any material variances between the projections and actual results are disclosed
and explained to the Board.
Company Secretary
The directors have separate and independent access to the Company Secretary. The Company Secretary is responsible for,
amongst others, ensuring that the Board¡¯s procedures are observed and the Company¡¯s Memorandum and Constitution,
relevant rules and regulations, including requirements of the Companies Act and the Catalist Rules, are complied with. The
Company Secretary also assists the Chairman and the Board in implementing and strengthening corporate governance
practices and processes.
The Company Secretary assists the Chairman in ensuring good information flows within the Board and its Board committees.
The Company Secretary attends Board and Board committee meetings and prepares minutes for all meetings and, where
appropriate, provides advice, secretarial support and assistance to the Board and ensures adherence to the board procedures
and relevant rules and regulations applicable to the Company. Under Article 151 of the Constitution of the Company, the
Company Secretary may be appointed and removed by the directors.
Independent professional advice
The Board has a process for directors, either individually or as a group, in the furtherance of their duties, to engage independent
professional advisers, if necessary, at the Group¡¯s expense.
