Page 26 - ar2012

Directors’ Commitments
The NC considers whether a Director is able to and has been adequately carrying out his duties as a Director of the Company, taking into
consideration, inter alia, the Director’s number of listed company board representations and other principal commitments2.
Process for Nomination and Selection of New Directors
The Company adopts a comprehensive and detailed process in the selection of new Directors. Candidates are frst sourced through an extensive
network of contacts and identifed based on, inter alia, the needs of the Group and the relevant expertise required. In selecting suitable
candidates, the Board, in consultation with the NC, would also consider the Group’s strategic goals, business direction and medium-term needs.
The NC then conducts interviews with the candidates and nominates the most suitable candidate for appointment to the Board.
Adopting this comprehensive selection process, the Board recommends that the shareholders approve the appointment of the proposed new
director, Mr. Sebastian Tan Cher Liang at the Company’s AGM to be held on 30 April 2013.
Mr. Sebastian Tan Cher Liang was the Co-Founder and Managing Director of Boardroom Limited, where he was responsible for the overall
management, operations and development of the Company and its subsidiaries in Singapore, Malaysia, Hong Kong, China and Australia. He
relinquished his executive positions in Boardroom Ltd in 2013, but remains an Advisor to the Group and a Non-Independent Non-Executive
Director of the Company. Prior to joining Boardroom Ltd, Mr Tan was with Ernst & Young from 1973 to 1993. Between 1993 to 2000, he was
Managing Director, Lim Associates Pte Ltd and Managing Director, Ee Peng Liang Consultants Pte Ltd, both companies were owned by Ernst &
Young, Singapore. Mr Tan is currently an Independent Director of Freight Links Express Holdings Limited. He is also the Chief Executive Offcer of
D.S Lee Foundation, Treasurer and Director of the Children’s Charity Association, and a Trustee of Kwan Im Thong Hood Cho Temple. Mr Tan is a
member of the Institute of Certifed Public Accountants of Singapore and a Fellow of The Association of Certifed & Chartered Accountants, U.K.
He was conferred the Public Service Medal (PBM) in 1996 for his contribution to charitable causes in Singapore.
Please refer to the Notice of AGM for the resolution put forth for the proposed appointment of Mr. Sebastian Tan Cher Liang.
Board Performance
Principle 5: There should be a formal annual assessment of the effectiveness of the Board as a whole and its board committees and the
contribution by each director to the effectiveness of the Board.
Board Evaluation Process
The NC will assess and discuss the performance of the Board as a whole and its Board committees on an annual basis. This process includes a
questionnaire prepared by the NC Chairman, the results of which are presented to the NC for review. Following its review, the NC identifes key
areas for improvement and requisite follow-up actions, and provides feedback to the Board.
Each Director will evaluate the performance of the Board taking into account, inter alia, quantitative fnancial indicators such as the Company’s
share price performance over a fve-year period vis-à-vis the Singapore Straits Times Index and a benchmark of its industry peers, and
achievement of fnancial targets. The Board is of the view that this performance criteria allows for appropriate comparison and addresses how
the Directors have enhanced long-term shareholders’ value.
Individual Director Evaluation
There is an individual assessment of each Director’s contribution by the NC. In evaluating the contribution by each Director to the effectiveness
of the Board, numerous factors are taken into consideration, including attendance and participation in meetings and commitment of time to
director’s duties. The NC also considers other contributions by a Director such as providing objective perspectives of issues, facilitating business
opportunities and strategic relationships, and accessibility to Management outside of formal Board and/or Board committee meetings. The
performance of each Director is taken into account in his re-appointment or re-election.
Access to Information
Principle 6: In order to fulfl their responsibilities, directors should be provided with complete, adequate and timely information prior to board
meetings and on an on-going basis so as to enable them to make informed decisions to discharge their duties and responsibilities.
The Company makes available to all Directors its quarterly management accounts and other fnancial statements, budgets and forecasts, together
with all other relevant information. Detailed Board papers are provided to the Directors before the scheduled meetings so as to enable them to
make informed decisions. In respect of budgets, any material variance between the projections and the actual results is reviewed by the Board
and disclosed and explained by Management, where required by the Board.
The Directors have also been provided with the contact details of the Company’s senior management and Company Secretaries to facilitate
separate and independent access. At least one Company Secretary is in attendance at all Board meetings. Together with Management, the
Company Secretaries are responsible for ensuring that appropriate Board procedures are followed and that the requirements of the Companies
Act, Chapter 50, of Singapore and the provisions in the Listing Manual of the Singapore Exchange Securities Trading Limited (Listing Manual) are
complied with. The appointment and removal of each Company Secretary is subject to the Board’s approval.
The Directors may, in furtherance of their duties, take independent professional advice, if necessary, at the Company’s expense.
2 The term “principal commitments” includes all commitments which involve signifcant time commitment such as full-time occupation, consultancy work, committee
work, non-listed company board representations and directorships and involvement in non-proft organisations.
CELEBRATING PARTNERSHIPS
24 CORPORATE GOVERNANCE REPORT