DEFINING DESIGN
QUALITY
24
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. In addition, the NC will also take into consideration, inter alia, a qualitative assessment of each director’s
contributions as well as any other relevant time commitments. The Board is of the view that at present, it would not be
meaningful to prescribe a maximum number of listed company board representations which any director may hold. Each
director has confirmed that notwithstanding other listed company board representations (if any) and principal commitments,
he is able to devote sufficient time and attention to the affairs of the Group.
Process for Nomination and Selection of New Directors
The Company adopts a comprehensive and detailed process in the selection of new directors. Candidates are first sourced
through an extensive network of contacts and identified 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.
Process for Re-nomination and Re-election of Directors
All directors submit themselves for re-nomination and re-election at regular intervals and at least once every three years.
Pursuant to Article 107 of the Company’s Articles of Association, one-third of the Board are to retire from office by rotation
and be subject to re-election at the AGM. In addition, Article 117 of the Company’s Articles of Association provides that
a newly appointed director must retire and submit himself for re-election at the next AGM following his appointment.
Thereafter, he is subject to be re-elected at least once every three years.
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 completed individually by each director and the results of which are presented to the NC
for review. Following its review, the NC identifies 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 a set of performance criteria which includes,
inter alia, the evaluation of the Board composition and size, the Board process, the Board effectiveness, the provision of
information to the Board, the Board standards of conduct and financial performance indicators. The Board is of the view
that this set of performance criteria allows for appropriate comparison and addresses how the directors have enhanced
long-term shareholders’ value.
Individual Director Evaluation
There is an assessment conducted annually and informally by theNCof each director’s contribution to the effectiveness of the
Board. In evaluating the contribution by each director, 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 committees meetings. The performance of each
director is taken into account in re-election or re-appointment.
Access to Information
Principle 6: In order to fulfil 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 monthly management accounts and other financial 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 management and company secretaries
to facilitate separate and independent access. At least one company secretary is in attendance at all Board and Board
committees 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 (the
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.
Corporate Governance Report
2
The term “
principal commitments
” includes all commitments which involve significant time commitment such as full-time occupation, consultancy work,
committee work, non-listed company board representations and directorships and involvement in non-profit organisations.
