corporate
governance report
Board Membership
Principle 4: There should be a formal and transparent process for the appointment and re-appointment of directors to
the Board.
Nominating Committee
The NC is chaired by Mr Prabhakaran S/O Narayanan Nair and comprises Mr Wong Ah Long, Mr Tan Cher Liang,
Mr Soh Siak Poh Benedict and Mr Simon Ong Chin Sim. The majority of the NC members, including the Chairman, are
independent directors.
The NC holds at least one meeting in each financial year. The principal functions of the NC in accordance with its written terms
of reference are as follows:
•
to make recommendations on matters relating to the appointment and re-appointment of directors, Board succession
plans for directors, evaluation of the performance of the Board, the Board committees and directors, and training
programmes for the Board;
•
to determine on an annual basis, and as and when circumstances require, whether or not a director is independent;
•
to decide whether a director is able to and has been adequately carrying out his duties as a director of the Company;
•
to ensure that all directors submit themselves for re-nomination and re-election at regular intervals and at least once
every three years; and
•
to assess the effectiveness of the Board as a whole, its Board committees and the contribution by each director to the
effectiveness of the Board.
The date of first appointment and last re-election or re-appointment of each director is set out below. For the profile of the
directors, please refer to the section entitled “Board of Directors” of this Annual Report. In addition, information on each
director’s shareholding in the Company, if any, is set out in the section entitled “Statement by Directors” of this Annual Report.
Name of Director
Date of
First Appointment
Date of
Last Re-election/
Re-appointment
Soh Siak Poh Benedict
16 December 2002
29 April 2014
Simon Ong Chin Sim
16 December 2002
30 April 2013
Chong Siew Ling
12 August 2003
30 April 2015
Prabhakaran S/O Narayanan Nair
12 August 2003
29 April 2014
Wong Ah Long
28 April 2008
30 April 2015
Tan Cher Liang
30 April 2013
30 April 2013
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 commitments
2
.
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. When necessary, the NCmay seek the help of external consultant(s) in the search process. In selecting suitable candidates
to be interviewed, the NC, in consultation with the Board, 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 candidate deemed most
suitable for appointment to the Board.
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.
• e x p e r i e n c i n g
k i n g s m e n
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