Annual Report 2010 - Leeden Limited

Corporate Governance ReportLeeden Limited Annual Report 2010BOARD COMMITTEESPrinciple 4: Board MembershipNominating CommitteeThe Nominating Committee (“NC”) comprises three Directors, majority of whom are independent. In addition, the Chairman of theNC is not, and not directly associated with, a substantial shareholder.The members of the NC as at the date of this report are:-Mr Loh Weng Whye Chairman (Independent)Mr Leslie Struys(Independent)Mr Steven Tham(Executive)The NC met once during the financial year to evaluate Board’s performance/effectiveness as guided by the Terms of Reference.The principal duties and responsibilities include:♦♦♦♦♦Making recommendations to the Board on the appointment of new executive and non-executive Directors;Determining annually whether or not a Director is independent as well as put in place plans for succession, in particularfor the Chairman and Chief Executive Officer;Recommending Directors who are retiring by rotation to be put forward for re-election;Deciding whether or not a Director is able to and has been adequately carrying out his duties as a Director of the Company;andEvaluating the performance and effectiveness of each individual Director as well as the Board as a whole.In accordance with the Company’s Articles of Association, all Directors, including the CEO, submit themselves for re-nomination andre-election at regular intervals of at least once every three years. Pursuant to Article 93 of the Company’s Article of Association,one-third of the Board is subject to re-election annually. For this forthcoming Annual General Meeting, Mr Kelvin Lee Chee Fattand Mr Hendra Harjadi will retire by rotation. Mr Leslie Struys will retire pursuant to S153(6) of the Companies Act, Cap. 50. TheNC has recommended, Mr Kelvin Lee Chee Fatt, Mr Hendra Harjadi and Mr Leslie Struys for re-election at the forthcoming AnnualGeneral Meeting.Having considered their performance and contributions, the Board accepted the NC’s recommendation and accordingly, Mr KelvinLee Chee Fatt, Mr Hendra Harjadi and Mr Leslie Struys will be offering themselves for re-election and re-appointment at theforthcoming Annual General Meeting.When the need for a new director arises, the NC, in consultation with the Board, determines the selection criteria and identifiescandidates with the appropriate expertise, skills and experience for nomination to the Board.The profiles of the Directors are set out on pages 06 to 07 of this Annual Report.Principle 5: Board PerformanceThe NC, in considering the re-appointment of any Director, evaluates the performance of the Director. The NC has established areview process to assess the performance and effectiveness of the Board as a whole as well as to access the contribution ofindividual Directors. The assessment parameters include attendance record at meetings of the Board and Board Committees,participation at meetings and contributions. Review of Board’s performance is undertaken by the NC on an annual basis and thefindings reported to the Board.The NC has conducted annual review and assessment on the performance and effectiveness of the Board as a whole and onthe effectiveness and contribution of each individual director for FY2010. The NC is satisfied that the current Board comprisesdirectors with a wide range of skills, experience and expertise in operational, management, financial, banking, engineering,economics and real estate, whose collective and vast experience ensure that the Board is equipped to deal with a wide rangeof issues to meet the Company’s objectives and major issues. Also, no individual or a group of individuals dominate the Board.The NC formed the view and reported to the Board that the Board as a whole and individual Directors are capable to and haveadequately and effectively carried out their duties.25