Download PDF - ChartNexus

Statement on Corporate Governance (cont’d)
A. DIRECTORS (cont’d)
52
Supply of Information (cont’d)
All Directors whether as a full Board or in their individual capacity, have full and unrestricted access to information relating to
Group’s business and affairs in the discharge of their duties. As for obtaining independent professional advice, the Board as
a whole will determine, whether as a full Board or in the Director’s individual capacity, to take this measure where necessary
and under appropriate circumstances in the advancement of its duties. Such advice, if obtained, will be at the Company’s
expense. Nevertheless, where necessary and under appropriate circumstances, any Director may do so with the prior consent
and approval of the Board’s Chairman.
Appointments to the Board
Nominating Committee
The Nominating Committee comprises the following members:
Director Meetings
Mr Chew Kwee San Chairman, Non-Independent and Non-Executive Director 1/1
En Razman Ariffin Independent and Non-Executive Director 1/1
*Mr Norman Ip Ka Cheung Independent Non-Executive Director
(Appointed on 23 February 2012)
–
**Mr Mark Christopher Greaves Independent and Non-Executive Director 1/1
* Mr Norman Ip Ka Cheung became an Independent Non-Executive Director as of 1 January 2012. Prior to that he was a Non-Independent
Non-Executive Director.
** Mr Mark Greaves became a Non-Independent Non-Executive Director as of 11 January 2012. Prior to that he was an Independent Non-
Executive Director of the Company.
The Nominating Committee is empowered by the Board through clearly defined terms of reference to ensure there are
appropriate procedures in place for the nomination, selection, training and evaluation of Directors and that succession plans
are in place. The Nominating Committee assesses the effectiveness of the Board as a whole, the Board Committees and
contribution of each individual Director on an annual basis. Furthermore, the Nominating Committee also reviews the size
and composition of the Board with particular consideration on the impact on the effective functioning of the Board.
All assessments and evaluations carried out by the Nominating Committee in discharging its duties are documented in the
minutes of meeting.
The Board, through the Nominating Committee’s annual appraisal process, believes that the Board possesses the required
mix of skills, experience and other qualities of the Board, including core competencies brought by Independent and Non-
Executive Directors to the Board which enables it to discharge its duties in an effective manner.
Appointment process
The Nominating Committee meets annually with additional meetings convened whenever the need arises. One (1) meeting
was held during the financial year in review. During the year, the Nominating Committee met to deliberate on the retirement
by rotation of Directors and their eligibility for re-election at the Company’s Annual General Meeting.
The Nominating Committee also recommended for the Board’s approval the appointment of new Directors after due
evaluation and upon satisfaction of all legal and regulatory obligations. In making its recommendations, the Nominating
Committee would consider the candidate’s skills, knowledge, expertise, experience, professionalism and level of integrity.
For the consideration of Independent and Non-Executive Directors, the Nominating Committee also evaluated their ability
to discharge responsibilities or functions as expected of Independent and Non-Executive Directors.
Building on Success: Developing Resources for the Future