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BAKERTECHNOLOGYLIMITED
ANNUALREPORT2013
CorporateGovernance
sustain
The NC has adopted internal guidelines addressing competing time commitments that are faced when directors serve on
multipleboards. Theguidelineprovides that, as ageneral rule, eachDirector shouldnot holdmore than5 listed companyboard
representations. In determining the ability of a director to carry out his duties as a director of theCompany, theNC also takes
into account the results of the assessment of the effectiveness of the individual director, and the respective director’s actual
conduct on the Board.
In respect of FY2013, the NC was of the view that each Director had discharged his/her duties adequately and that each
Director’s directorshipwas in linewith theCompany’s guidelines of notmore than5 listed company board representations.
TheNCmay engage recruitment consultants toundertake researchon, or assessment of, candidates for newpositions on the
Board,or toengage suchother independentexpertsas itdeemsnecessary. The searchandnominationprocess fornewdirectors
can also be conducted through contacts and recommendations. Candidates who are shortlisted after being interviewed by
members of theNC are then assessed by the Board for approval and appointment.
Inaccordancewith theprovisionsof theCompany’sArticlesofAssociation, one-thirdof thedirectors are required to retire from
office by rotation at every AGM. New directors who are appointed by the Boardwill submit themselves for re-election at the
followingAGM.
MrWong Kwan Seng Robert andMrWongMeng Yeng are Directors retiring by rotation at the AGM. MrWong Kwan Seng
Robert has expressed his intention to retire at theAGM andwill not seek re-election.
Ms JeanetteChang,Mr AngMiahKhiang andMs Han SahHeok Vicky are newDirectors retiring at theAGM.
Pursuant to Section153(6) of theCompaniesAct, Cap. 50, apersonof or over the ageof 70 yearsmay, by ordinary resolution
passed at an annual general meetingof a company, be re-appointed as a director of theCompany. TheNCnoted thatMr Lim
Ho Senghas reached the age of 70 years and is required to vacate his office at the conclusionof the forthcomingAGMof the
Company.Mr Lim has expressed his consent to seek re-appointment as aDirector of theCompany at the forthcomingAGM.
All Directors to be re-elected and appointed have to be assessed and recommended by the NC before submission to the
Board for approval. In recommending a Director for re-election to the Board, the NC takes into consideration the Director’s
contribution and performance at Board meetings, including attendance, preparedness, participation and candour. Each NC
member abstains from participating inmatters inwhich he is interested.
TheBoardhadaccepted theNC’s recommendationandbeingeligible,MrWongMengYeng,Ms JeanetteChang,MrAngMiah
Khiang,MsHan SahHeokVicky andMr LimHo Sengwill beoffering themselves for re-election / re-appointment at theAGM.
MrWongMengYengandMsHanSahHeokVicky, beingNCmembers, hadabstained fromdeliberations and voting in respect
of his/her own nomination and assessment.
Principle5: Board Performance
The NC assesses the performance of the Board and Board Committees. The NC has implemented a process for an annual
assessment of the effectiveness of the Board as awhole, its BoardCommittees aswell as of theChairman and eachDirector.
Board andBoardCommittees reviews incorporate factors such as Board composition, conduct ofmeetings, corporate strategy
and planning, risk management, measuring and monitoring performance, financial reporting and communication with
shareholders. The NC evaluated the performance of each Director, taking into account individual Director’s self-assessment.
This evaluation process took into account, among others, eachDirector’s commitment of time for meetings of the Board and
Board Committees, participation, contribution and deliberation of issues at meetings, knowledge and understanding of the
major risk factors of theCompany and interactionwith fellowDirectors,Management andother relevant parties.
