49
ANNUAL REPORT 2015
CORPORATEGOVERNANCEREPORT
48
BAKERTECHNOLOGYlimited
BoardOrientationandTraining
The Company has an orientation programme for newly appointed Directors to familiarise themselves with the Group’s senior Management, business operations,
governance andbest practices. Newly appointedDirectorswill receive an inductionpack comprising theCompany’s latest annual report, information anddocuments
relating to role and responsibilities of a director, information on internal policies and procedures and regulatory guidelines relevant to theGroup, and boardmeeting
calendar for the year. All Directors are appointed to the Board by way of a formal letter of appointment or service agreement setting out the key terms of their
appointment, dutiesandobligations.NonewDirectorswereappointed in2015.
TheDirectors are providedwithupdates regarding new legislation and/or regulationswhich are relevant to theGroup. In addition, theDirectors are also encouraged
to attend relevant training programmes, seminars and workshops to enhance their skills and knowledge, at the expense of the Company. Directors with no prior
experienceas adirector of a listed companywill beencouraged toattend theListedCompanyDirectorProgramme conductedby theSingapore Instituteof Directors.
At Audit Committeemeetings, theexternal auditorsprovide regularupdatesonnewor revised financial reportingstandardswhichare relevant andapplicable to
theGroup.
TheNominatingCommittee reviewsandmakes recommendationson the trainingandprofessional developmentprograms to theBoard. TheBoardwasapprisedof the
trainingprogrammesattendedby theDirectors in2015.
Principle2:BoardCompositionandGuidance
Board Independence
ThepresentBoard comprises seven (7) Directors. Thereare three (3) IndependentDirectors, two (2)Non-ExecutiveDirectorsand two (2) ExecutiveDirectors.
TheDirectorsasat thedateof this report are listedas follows:
Mr LimHoSeng
Chairman,Non-ExecutiveDirector
DrBenetyChang
Chief ExecutiveOfficer
MsJeanetteChang
ExecutiveDirector
Mr TanYangGuan
Non-ExecutiveDirector
MrWongMengYeng
Lead IndependentDirector
MrAngMiahKhiang
IndependentDirector
MsHanSahHeokVicky
IndependentDirector
Withmore than one-third of the Board comprising of Independent Directors, this provides for objective and independent judgment by the Board on the corporate
affairsof theCompany.No individual or small groupof individualsdominates theBoard’sdecision-makingprocess. TheCompany isawareofGuideline2.2of theCode
whichstates thatwhere theChairmanof theBoard isnot an IndependentDirector, at least half of theBoardcompositionshouldbe independent andadherence to this
recommendation shouldbe completedno later than thedateof theCompany’sAnnual GeneralMeeting (“AGM”) tobe convened inApril 2017. TheBoardwill take the
necessary steps to complywith the recommendationunder theCode.
The Nominating Committee determines on an annual basis whether or not a Director is independent, taking into account the Code’s definition of an independent
director andguidelines as to relationships indetermining the independenceof adirector. For thepurposeof determiningdirectors’ independence, everyDirector has
provided declaration of their independencewhich is deliberated upon by theNominatingCommittee and theBoard. TheNominatingCommittee has reviewed and is
satisfiedwith the independenceof the IndependentDirectors, namelyMrWongMengYeng,MrAngMiahKhiangandMsHanSahHeokVicky.
TheNominating Committee had noted that Mr LimHo Sengwas re-designated from an Independent Director to aNon-Executive Director with effect from
1 January 2014 as he has served formore than nine years on the Board although theNominating Committee and the Board is of the view that Mr Lim continues to
exercise independent judgment in thebest interest of theCompany.
CompositionandSizeof theBoard
TheNominatingCommittee, reviews thesizeandcompositionof theBoardandBoardcommitteesannually toensure that thesizeof theBoard isconducive toeffective
discussion anddecisionmaking and theBoardhas the appropriatenumber of independent directors.When there is a vacancy or aneed for new appointments to the
Board, the Nominating Committee would select and recommend candidates based on their skills, experience, knowledge and diversity in terms of expertise. The
Board is of the view that its present size is appropriate, taking into account thenature and scopeof theGroup’s operations. The current Boardhas agoodmix of core
competencies in the areas ofmarine and offshore industry knowledge, accounting and finance, compliance, legal, business andmanagement experience, familiarity
with regulatory requirementsandknowledgeof riskmanagement. TheBoardcurrentlyhas two (2) femaledirectors, namely,MsJeanetteChangandMsHanSahHeok
Vicky, in recognitionof the importanceand valueof gender diversity. Theprofilesof theDirectorsare set out onpages10 to13of thisReport.
Roleof theNon-ExecutiveDirectors
TheNon-ExecutiveDirectors, including IndependentDirectors,participateactively in theBoardandBoardCommittees.Theyareencouraged toconstructivelychallenge
andhelpdevelopproposalsonstrategyand review theperformanceofManagement inmeetingagreedgoalsandobjectivesandmonitor the reportingof performance.
To facilitateamoreeffective checkonManagement, they areencouraged tomeet regularlywithout thepresenceofManagement. Inaddition, they are free to request
furtherclarificationandalsohave independent access toourSeniorManagement. If necessary,Non-ExecutiveDirectors, including IndependentDirectors,may initiate
meetings toaddressany specificmatter involvingany othermember of ourManagement.
