Sustainability and Governance Report
[Corporate
GOVERNANCE
Principle 4: Board Membership
The Board has a formal and transparent process for the appointment and re-appointment of Directors, taking into account the need for progressive renewal of the Board.
The Nominating Committee was established on 25 May 2002. The NC is chaired by Mr Anthony Clifford Brown and its members are Mr Wong King Kheng, Ms Heng Su-Ling, Mae,
Mr Goh Ching Lai and Mr Goh Ching Wah. With the exception of Mr Goh Ching Lai, and Mr Goh Ching Wah, the other three directors are Independent Directors.
The primary function of the NC is to determine the criteria for identifying candidates and reviewing nominations for the appointment of directors to the Board and also to decide how
the Board's performance may be evaluated and propose objective performance criteria for the Board's approval.
When a vacancy arises under any circumstance, or where it is considered that the Board would benefit from the services of a new director with particular skills, the NC, in consultation
with the Board, determines the selection criteria and identifies candidates with the appropriate expertise and experience for the position. The NC then nominates the most suitable
candidate who is only then appointed to the Board.
In addition, the NC also performs the following functions:-
a. makes recommendations to the Board on all board appointments and re-nomination of directors after taking into account the respective director's contributions in terms of
experience, business perspective, management skills, individual expertise and pro-activeness in participation of meetings;
b. ensures that all directors would be required to submit themselves for re-nomination and re-election at regular intervals and at least once in every three years;
c. determines annually whether a director is independent, guided by the independent guidelines contained in the Code;
d. decides whether a director is able to and has adequately carried out his duties as a director of the company in particular where the director concerned has multiple board
representations; and
e. decides how the Board's performance may be evaluated and propose objective performance criteria.
In determining the independence of directors annually, the NC reviewed and is of the view that Mr Anthony Clifford Brown, Mr Wong King Kheng and Ms Heng Su-Ling, Mae are
independent and that, no individual or small group of individuals dominate the Board's decision-making process. The NC has also reviewed and is satisfied that Mr Anthony Clifford
Brown, Mr Wong King Kheng and Ms Heng Su-Ling, Mae, who sit on multiple boards, have been able to devote adequate time and attention to the affairs of the Company to fulfil
their duties as directors of the Company, in addition to their multiple board appointments. As a general guideline, to address time commitments that may be faced, a director who
holds more than 6 Board appointments may consult the Chairman before accepting any new appointment as a director.
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