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