51
ANNUAL REPORT 2015
CORPORATEGOVERNANCEREPORT
50
BAKERTECHNOLOGYlimited
Principle3:ChairmanandChiefExecutiveOfficer
There isaclear separationof rolesand responsibilitiesof theChairmanandChief ExecutiveOfficer (“CEO”). TheChairmanof theBoard isMrLimHoSeng.Hewasan
IndependentDirectoruntil his re-designation toNon-ExecutiveDirectoron1January2014.Hehasno familial relationshipwith theCEOof theCompany. TheChairman
provides leadership to the Board. He sets themeeting agenda in consultationwith the CEO and ensures that Directors are providedwith accurate, timely and clear
information, promotes a culture of openness and debate at theBoard aswell as to ensure effective communicationwith the shareholders. In addition, theChairman
encourages constructive relations within the Board and between the Board and Management to facilitate the effective contribution of Non-Executive Directors in
particular in order to promote high standards of corporate governance. The CEO supervises the day-to-day business operations and executions of strategies and
policieswith the support of theExecutiveDirector andManagement.
Mr WongMeng Yeng acts as the Lead Independent Director and is the principal liaison to address shareholders’ concerns, in which direct contact through normal
channels of theChairman, theCEO or theChief Financial Officer (“CFO”) has failed to resolve or for which such contact is inappropriate. The Independent Directors
havemetwithout thepresenceof otherDirectors inFY2015, and theLead IndependentDirector hasprovided feedback to theChairmanafter themeeting.
Principle4:BoardMembership
NCComposition
TheNominatingCommittee (“NC”) comprisesMrWongMengYeng,MsHanSahHeokVicky andDrBenetyChang. TheChairmanof theNC isMrWongMengYeng, an
IndependentDirector. IndependentDirectorsmakeup themajority of theNC.
TheNC’s responsibilities as set out in its terms of reference approved by the Board, are to review and recommend candidates for appointment and re-appointment
of Directors to the Board and the Board Committees, determine Director’s independence, evaluate performance of the Board as a whole, its Board Committees
and the individual Directors, review appointments and resignations of keymanagement personnel and to review the Director’s training and continuous professional
development programme.
During the year, theNCheldone scheduledmeetingwith full attendance.
Process forselectionandappointment of newDirectors
TheNCmakes recommendations to theBoard on all board appointments and re-appointments. The selection for suitable candidates is conducted through contacts
and recommendations andwherenecessary, external consultantsmay be engaged at theCompany’s expense. In reviewing and recommending to theBoard any new
Director appointment, theNC considers the needs and requirements of the Board and evaluates the candidate’s independence, competencies and suitability of the
candidateswhich include, age, gender, academicandprofessional qualifications, industryexperience, numberof otherdirectorships, relevant experienceasadirector
and ability and adequacy in carrying out required task. Candidateswho are shortlisted after being interviewedbymembers of theNC are then assessedby theBoard
for approval andappointment.
Therearenoalternatedirectorsappointed to theBoard.
Directors’ TimeCommitments
TheNChasadopted internalguidelinesaddressingcompeting timecommitments thatare facedwhendirectorsserveonmultipleboards. Theguidelinestipulates that,
asageneral rule, eachDirector shouldnot holdmore thanfive listedcompanyboard representationsandother principal commitments. Indetermining theabilityof a
director tocarryout hisdutiesasadirectorof theCompany, theNCalso takes intoaccount the resultsof theassessment of theeffectivenessof the individual director
and the respectivedirectors’ actual conduct on theBoard.
In respect of FY2015, theNCwas of the view that each Director had discharged his/her duties adequately and that each Director’s directorshipwas in linewith the
Company’sguidelinesof notmore thanfive listed company board representationsandother principal commitments.
Re-nominationofDirectors
All Directors to be re-elected and re-appointed have to be assessed and recommended by theNC before submission to the Board for approval. In recommending a
Director for re-electionand re-appointment to theBoard, theNC takes into consideration theDirectors’ contributionandperformanceatBoardandBoardCommittee
meetings (suchasattendance, preparedness, participationand candour) andalso reviews their independence.
TheConstitutionof theCompany requiresone-thirdof theDirectors to retire fromofficeby rotationonceevery three years. A retiringDirector iseligible for re-election
at theAGM.AnyDirectorappointed tofill acasual vacancyorasanadditionalDirectorshallholdofficeuntil thenextAGMatwhichhe/shewillbeeligible forre-election.
TheNC,witheachNCmemberabstaining inrespectofhisownre-election/re-appointment,hasrecommended to theBoard thatMsJeanetteChangandMrWongMeng
Yengbenominated for re-election at the forthcomingAGMunderRegulation 104 of theCompany’sConstitution.MsChang andMrWonghaveoffered themselves for
re-electionand theBoardhasaccepted the recommendationsof theNC.
Mr LimHoSeng, who isover theageof 70 years, was re-appointed toholdofficeuntil the forthcomingAGMpursuant to the thenSection153(6) of theCompaniesAct,
Cap. 50. The re-appointment of Mr Lim is proposed although hewill not be subject to subsequent annual re-appointmentswith the repeal of Section 153with effect
from 3 January 2016.Mr Limhas expressedhis consent to seek re-appointment as aDirector of theCompany at the forthcomingAGM. TheNChas recommended to
theBoard thatMr Limbenominated for re-appointment at the forthcomingAGMand theBoardhasaccepted the recommendationof theNC.
