Process for Re-nomination and Re-election of Directors
In recommending a director for re-election to the Board, the NC considers, inter alia, his performance and contributions to the
Board (including attendance and participation in meetings, and time and effort accorded to the Group’s business and affairs).
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. The Board has met its performance objectives in respect of FY2015.
Individual Director Evaluation
There is an assessment conducted annually and informally by the NC of 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 on 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 Boardmeetings and on an on-going basis so as to enable them tomake 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. The directors can seek detailed information from management
regarding the monthly management accounts and other financial statements, budgets and forecasts, where necessary. In
addition, management will inform and/or update the directors of any significant issues and/or matters on a timely basis. Detailed
board papers are provided to the directors before the scheduled meetings so as to enable them to make informed decisions.
In respect of forecasts, any material variance between the projections and the actual results is reviewed by the directors and
disclosed and explained by management, where required by the directors.
At each Board meeting, management briefs the directors on the state of the Group’s business, operations, finances and risks.
The directors are also briefed on key developments in the industry both locally and overseas, where appropriate.
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.
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