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Baker Technology LimitedAnnual Report 2014
Witheffect from1January2014, theCompanyhasappointedMrWongMengYengas theLead IndependentDirector.
The Lead Independent Director is the principal liaison to address shareholders’ concerns, in which direct contact
through normal channels of the Chairman, the CEO or the Chief Financial Officer (“CFO”) has failed to resolve or
forwhich such contact is inappropriate. The IndependentDirectorswillmeet at least annuallywithout thepresence
of otherDirectors, and the Lead IndependentDirector will provide feedback to theChairman after suchmeetings.
Principle4: BoardMembership
NCComposition
TheNominatingCommittee (“NC”) comprises the following threemembers:
MrWongMengYeng
(Chairman and Lead IndependentDirector)
MsHanSahHeokVicky
(IndependentDirector)
Dr BenetyChang
(CEO, ExecutiveDirector)
TheNC’s responsibilities as set out in its terms of reference approvedby theBoard, are to review and recommend
candidates for appointment and re-appointment of Directors to the Board and the BoardCommittees, determine
Director’s independence, evaluate performance of the Board as awhole, its BoardCommittees and the individual
Directors, reviewappointmentsand resignationsof keymanagementpersonnel and to review theDirector’s training
and continuous professional development programme.
During theyear, theNCheldonescheduledmeetingwith fullattendance.
Process for selection and appointment of newDirectors
The NCmakes recommendations to the Board on all board appointments and re-appointments. The selection for
suitable candidates is conducted through contacts and recommendations andwherenecessary, external consultants
may be engaged at the Company’s expense. In reviewing and recommending to the Board any new Director
appointment, theNCconsiders theneedsand requirementsof theBoardandevaluates thecandidate’s independence,
competencies and suitability of the candidateswhich include, age, gender, academic andprofessional qualifications,
industry experience, number of other directorships, relevant experience as a director and ability and adequacy in
carrying out required task. Candidates who are shortlisted after being interviewed bymembers of theNC are then
assessedby theBoard for approval andappointment. There is currentlynoalternatedirector on theBoard.
Directors’ TimeCommitments
The NC has adopted internal guidelines addressing competing time commitments that are faced when directors
serveonmultipleboards. Theguideline stipulates that, as ageneral rule, eachDirector should not holdmore than
five listed companyboard representations andother principal commitments. Indetermining theabilityof adirector
to carryout his duties as adirector of theCompany, theNC also takes into account the results of the assessment of
theeffectiveness of the individual director and the respectivedirector’s actual conduct on theBoard.
In respect of FY2014, theNCwas of the view that eachDirector haddischarged his/her duties adequately and that
eachDirector’s directorshipwas in linewith theCompany’s guidelines of notmore than five listed company board
representations andother principal commitments.
Re-nomination of Directors
In accordancewith theprovisions of theCompany’s Articles of Association, one-thirdof theDirectors are required
to retire fromofficeby rotation at everyAGM.
