Baker Technology LimitedAnnual Report 2014
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Dr BenetyChangandMr TanYangGuanareDirectors retiringby rotationat the forthcomingAGM inaccordance to
theCompany’sArticles of Association.
Mr LimHo Seng, who is over the age of 70 years, is required to retire pursuant to Section 153(6) of theCompanies
Act, Cap. 50at the forthcomingAGMof theCompany.Mr Limhasexpressedhis consent to seek re-appointment as
aDirector of theCompany at the forthcomingAGM.
AllDirectors tobe re-electedand re-appointedhave tobeassessedand recommendedby theNCbefore submission to the
Boardforapproval.InrecommendingaDirectorforre-electionandre-appointmenttotheBoard,theNCtakesintoconsideration
theDirectors’ contributionandperformanceat BoardandBoardCommitteemeetings, includingattendance, preparedness,
participationandcandour.Eachmemberof theNCshallabstain fromparticipating inmatters inwhichhe is interested.
The Board had accepted theNC’s recommendation and being eligible, Dr Benety Chang, Mr Tan YangGuan and
Mr LimHoSengwill beoffering themselves for re-election / re-appointment at the forthcomingAGM.
Principle5: BoardPerformance
TheNC has implemented a process for an annual assessment of the effectiveness of the Board as a whole, its Board
Committeesaswell asof theChairmanandeachDirector.
Reviews of Board andBoardCommittees incorporate factors such as Board composition, conduct of meetings, corporate
strategyandplanning, riskmanagement,measuringandmonitoringperformance,financial reportingandcommunicationwith
shareholders.TheNCevaluatedtheperformanceofeachDirector,taking intoaccountthe individualDirector’sself-assessment.
Thisevaluationprocess took intoaccount, amongothers, eachDirector’scommitmentof time formeetingsof theBoardand
BoardCommittees, participation, contributionanddeliberationof issues atmeetings, knowledgeandunderstandingof the
major risk factorsof theCompanyand interactionwith fellowDirectors,Management andother relevantpartiesaswell as to
determinewhethernewmembersshouldbeadded to theBoardor toseek the resignationofdirectors.
BasedontheNC’sreview,theBoardandthevariousBoardCommitteesoperateeffectivelyandeachDirector iscontributing
to theoverall effectivenessof theBoard.
Principle6: Access to Information
Complete, Adequate and Timely Information andAccess toManagement
Information and data are important to the Board’s understanding and deliberation of the Group’s business.
Management’s proposals to the Board and BoardCommittees for decisions provide background and explanatory
informationwhich includebut not limited tomonthlymanagement accounts and analysis, informationonbudgets,
forecasts, cash flowprojections andmanpower statistics.
Prior toeachBoardandBoardCommitteesmeeting,Managementwillprovide theDirectorswith themeetingagendas
and the relevantmaterials relating to thematters tobediscussedduring themeetings, so as to facilitate an informed
discussion. During the regular Board and Board Committee meetings, key management personnel are invited to
attend theBoard andBoardCommitteemeetings inorder tomake the appropriatepresentations and to answer any
queries from theDirectors, ifnecessary.TheDirectorsaregivenseparateand independentaccess to theManagement
toaddress anyenquiriesor requests for additional information, if necessary.
Where a physical Boardmeeting is not possible, communication with members of the Board is effected through
electronic means, which include electronic mail and teleconferencing. Alternatively, Management will arrange to
personallymeet andbrief eachDirector before seeking theBoard’s approval on aparticular issue.
