Baker Technology LimitedAnnual Report 2014
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Withmore thanone-thirdof theBoardcomprisingof IndependentDirectors, thisprovides forobjectiveand independent
judgmentby theBoardon thecorporateaffairsof theCompany.No individual or small groupof individualsdominates
the Board’s decision-making process. However, the Code recommends that where the Chairman of the Board is
not an Independent Director, at least half of the Board composition should be independent and adherence to this
recommendation shouldbe completedno later than thedateof theCompany’sAnnual GeneralMeeting (“AGM”) to
beconvened inApril 2017.TheBoardwill take thenecessarysteps tocomplywith the recommendationunder theCode
andappoint anew IndependentDirector prior to theCompany’sAGM inApril 2017.
TheNominatingCommitteeadopts theCode’sdefinitionofan independentdirectorandguidelinesas to relationships
in determining the independence of a director. For the purpose of determining directors’ independence, every
Director has provided declaration of their independence which is deliberated upon by the Nominating Committee
and theBoard.The IndependentDirectorsareMrWongMengYeng,MrAngMiahKhiangandMsHanSahHeokVicky.
Composition and Size of theBoard
The Nominating Committee, reviews the size and composition of the Board and Board committees annually to
ensure that the size of the Board is conducive to effective discussion and decisionmaking and the Board has the
appropriatenumberof independentdirectors.When there isavacancyoraneed fornewappointments to theBoard,
theNominatingCommitteewould select and recommend candidates basedon their skills, experience, knowledge
anddiversity in terms of expertise. TheBoard is of the view that its present size is appropriate, taking into account
thenatureand scopeof theGroup’soperations. ThecurrentBoardhasagoodmixof corecompetencies in theareas
ofmarine andoffshore industry knowledge, accounting and finance, compliance, legal, business andmanagement
experience, familiarity with regulatory requirements and knowledge of riskmanagement. The Board currently has
two (2) femaledirectors, namely,Ms JeanetteChang andMsHanSahHeok Vicky, in recognitionof the importance
and valueof gender diversity. Theprofiles of theDirectors are set out onpages 14 to 17of this Report.
Role of theNon-ExecutiveDirectors
The Non-Executive Directors, including Independent Directors, participate actively in the Board and Board
Committees. They are encouraged to constructively challenge and helpdevelopproposals on strategy and review
theperformanceofManagement inmeetingagreedgoalsandobjectivesandmonitor the reportingofperformance.
To facilitate amore effective check onManagement, they are encouraged tomeet regularly without the presence
ofManagement. In addition, they are free to request further clarification and also have independent access toour
SeniorManagement. If necessary,Non-ExecutiveDirectors, including IndependentDirectors,may initiatemeetings
to address any specificmatter involving anyothermember of ourManagement.
Principle3: Chairman andChief ExecutiveOfficer
There isaclearseparationof rolesand responsibilitiesof theChairmanandChiefExecutiveOfficer (“CEO”).TheChairman
of theBoard isMr LimHoSeng. Hewas an Independent Director until his re-designation toNon-ExecutiveDirector on
1 January 2014. He has no familial relationshipwith theCEOof theCompany. TheChairmanprovides leadership to the
Board. He sets themeetingagenda in consultationwith theCEOandensures thatDirectors areprovidedwithaccurate,
timely and clear information, promotes a culture of openness and debate at the Board as well as to ensure effective
communicationwith the shareholders. Inaddition, theChairmanencourages constructive relationswithin theBoardand
between the Board andManagement to facilitate the effective contribution of non-executive directors in particular in
order topromotehigh standardsof corporategovernance. TheCEO supervises theday-to-daybusinessoperations and
executionsof strategiesandpolicieswith thesupportof theExecutiveDirectorandManagement.
