Annual Report 2005 - Leeden Limited

Corporate Governance Report13BOARD COMMITTEESPrinciple 4: Board MembershipNominating Committee (NC)The NC comprises three Directors, two of whom are independent and non-executive. The current members of the NC are:Leslie Struys Chairman (Independent Non-Executive)Tony Chan(Independent Non-Executive)Steven ThamACE DYNAMICS LIMITEDThe NC met three times during the fi nancial year to evaluate Board’s performance as well as to review the nomination of new Directors asguided by the Terms of Reference adopted by the NC on 22 March 2002.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 particular for theChairman and Chief Executive Offi cer;• 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; and• Evaluating the performance and effectiveness of the Board as a whole.New Directors are appointed by the Board after the NC recommends their appointment. All newly appointed Directors have to retire at thenext Annual General Meeting following their appointment. The retiring Directors are eligible to offer themselves for re-election. In accordancewith the Company’s Articles of Association, one-third of the Board, excluding Managing Director, is subject to re-election annually. The NC hasrecommended the re-election of Mr Tony Chan Wing Khei and Mr Leslie Struys who will retire by rotation at the forthcoming Annual GeneralMeeting. The Board accepted the NC’s recommendation and accordingly, Mr Tony Chan Wing Khei and Mr Leslie Struys will be offeringthemselves for re-election at the forthcoming Annual General Meeting.Principle 5 : Board PerformanceThe NC, in considering the re-appointment of any Director, evaluates the performance of the Director. Subsequent to fi nancial year-end, theBoard initiated an evaluation to assess the effectiveness of the Board as a whole in FY 2005 which requires the completion of a questionnaire.The assessment parameters include attendance record at meetings of the Board and Board Committees, participation at meetings andcontributions. Board performance criteria will not change from year to year unless circumstances deem it necessary. The Board wouldcontinue the evaluation into this fi nancial year and address the fi ndings accordingly.Principle 7 : Procedures for Developing Remuneration PoliciesPrinciple 8 : Level of Mix of RemunerationPrinciple 9 : Disclosure on RemunerationRemuneration Committee (RC)The RC comprises 2 non-executive and independent directors (including the chairman of the RC) and 1 executive director. The currentmembers of the RC are as follows:Leslie Struys Chairman (Independent Non-Executive)Tony Chan(Independent Non-Executive)Steven ThamANNUAL REPORT 2005