Corporate
Governance
Corporate
Governance
57
BAKER TECHNOLOGY LIMITEDANNUAL REPORT 2012
56
BAKER TECHNOLOGY LIMITEDANNUAL REPORT 2012
The Board comprises:
LimHo Seng
Chairman,
Independent
Non-Executive Director
Dr Benety Chang
Chief ExecutiveOfficer
Anthony Sabastian Aurol Chief OperatingOfficer
Tan YangGuan
Non-Executive Director
Wong Kwan Seng Robert Non Independent
Non-Executive Director
WongMeng Yeng
Independent Director
The Independent Directors comprise one-third of the
Board members. The Independent Directors are Mr
Lim Ho Seng and Mr Wong Meng Yeng. Although the
Articles of Association of the Company do not provide
for any maximum of Directors, the Board considers the
current board size of six Directors to be appropriate,
taking into account the nature and scope of theGroup’s
operations. The current Board has a good mix of core
competencies including accounting, compliance, legal,
finance, business and management experience. Please
refer to the Board of Directors’ section in the Annual
Report for key information on the Directors.
ChairmanandChief ExecutiveOfficer
Principle3:
There should be clear division of responsibilities at the
top of the company - the working of the Board and
the executive responsibility of the company’s business
- which will ensure a balance of power and authority,
such that no one individual represents a considerable
concentration of power.
The Company has a separate Chairman and Chief
Executive Officer (“CEO”) with clear division of roles
and responsibilities. The Chairman is an Independent
Non-Executive Director and has no familial relationship
with CEO. The CEO has the executive responsibility for
the day-to-day operations of the Group. On the other
hand, the Chairman provides leadership to the Board.
He sets themeetingagenda in consultationwith theCEO
and ensures that Directors are provided with accurate,
timely and clear information.
BoardMembership
Principle4:
There shouldbe a formal and transparent process for the
appointment of new directors to the Board.
TheNominatingCommittee (“NC”) comprisesMrWong
Meng Yeng, Mr LimHo Seng andDr Benety Chang.
Both Mr Wong and Mr Lim are independent and non-
executive directors and Mr Wong, the Chairman,
is neither a shareholder nor directly associated
with a substantial shareholder of the Company. The
independence of the Board is also reviewed annually
by theNC. TheNC adopts theCode’s definition of what
constitutes an independent director in its review.
TheNC is responsible for identifyingand recommending
new Board members to the Board, after considering
the necessary and desirable competencies of the
candidateswhich include, (i) academic andprofessional
qualifications (ii) industry experience (iii) number of other
directorships (iv) relevant experience as a director and
(v) ability and adequacy in carrying out required task.
WhereaDirector hasmultipleboard representations, the
NC also considers whether or not the Director is able to
andhas adequately carriedout his duties as aDirector of
theCompany. TheNC is satisfied that sufficient time and
attentionarebeinggivenby theDirectors to theaffairs of
theCompany, notwithstanding that some of theDirectors
havemultiple board representations.
TheNCmayengage recruitment consultants toundertake
research on, or assess, candidates for new positions on
the Board, or to engage such other independent experts
as it deems necessary. The search and nomination
process for newdirectors can alsobe conducted through
contacts and recommendations. Successful candidates
who are shortlisted after being interviewed by members
of the NC are then assessed by the Board for approval
for his appointment.
Under theCompany’sArticles ofAssociation, one-thirdof
the directors are required to retire from office by rotation
every year and each director shall retire from office at
least once every three (3) years, and subject themselves
to re-election by shareholders at the Company’s Annual
GeneralMeeting (“AGM”). All directors tobeappointed
and re-electedhave tobeassessedand recommendedby
the NC before submission to the Board for approval. In
recommendingadirector for re-election to the Board, the
NC takes into consideration the Directors’ contribution
and performance at Board meetings, including
attendance, preparedness, participation and candour.
EachNCmember abstains from participating in matters
inwhich he is interested. TheNC has recommended the
nomination of Mr Lim Ho Seng andMr Tan Yang Guan
for re-election at the forthcoming AGM. The Board has
accepted this recommendation and being eligible, Mr
Lim Ho Seng and Mr Tan Yang Guan will be offering
themselves for re-election at the AGM.
BoardPerformance
Principle5:
There should be a formal assessment of the effectiveness
of the Board as a whole and the contribution by each
director to the effectiveness of the Board.
On an annual basis, theNC reviewed the overall Board
compositionand size,andassessed theperformanceand
independence of each Director. The NC has evaluated
the performance of each Director, taking into account
individual Director’s self-assessment. This evaluation
process took intoaccount, amongothers, eachDirector’s
attendanceat meetings and his contributions outsideand
during meetings. The NC also evaluated the Board’s
performance as a whole. The assessment process
adopted both quantitative and qualitative criteria, such
as return on equity, return on assets, achievement of
budget figures andperformance of theCompany’s share
price relative to the Straits Times Index.
Access to Information
Principle6:
In order to fulfill their responsibilities, Board members
should be providedwith complete, adequate and timely
information prior to Boardmeetings and on an on-going
basis.
Information and data are important to the Board’s
understanding of the Group’s business and essential in
preparing the Boardmembers for effectivemeetings. The
Boardmembers are providedwithmonthlymanagement
accountsandanalysis. Inaddition, theyarealso furnished
with information on budgets, forecasts, cashflow
projections andmanpower statistics.
Prior to each Board and committee meeting,
Management will provide the Directors with the meeting
agendaand the relevant materials relating to thematters
to be discussed during the meeting, so as to enable the
Directors to deliberate on the issues to be considered
at the respective meetings. During the regular board
meetings, keyManagement staff whoareable to explain
and provide insights to the matters to be discussed at
the Board meetings are invited to make the appropriate
presentations andanswer anyqueries from theDirectors.
Where a physical Board meeting is not possible, timely
communication with members of the Board is effected
through electronic means, which include electronic mail
and teleconferencing. Alternatively, Management will
arrange to personally meet and brief each Director
before seeking the Board’s approval on a particular
issue.
