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ANNUAL REPORT 2015
CORPORATEGOVERNANCEREPORT
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BAKERTECHNOLOGYlimited
Principle5:BoardPerformance
TheCompanyhas inplacea formal process for assessment of theeffectivenessof theBoardasawhole, and itsBoardCommitteesand for assessing the contribution
by eachDirector aswell asof theChairman to theeffectivenessof theBoard.Noexternal facilitator hasbeenused.
Reviews of Board and Board Committees incorporate factors such as Board composition, conduct of meetings, corporate strategy and planning, riskmanagement,
measuring andmonitoring performance, financial reporting and communicationwith shareholders. TheNC evaluated the performance of eachDirector, taking into
account the individualDirector’sself-assessment.Thisevaluationprocessalsoconsiders, amongothers,eachDirector’scommitmentof time formeetingsof theBoard
andBoardCommittees, participation, contributionanddeliberationof issuesatmeetings, knowledgeandunderstandingof themajor risk factorsof theCompany and
interactionwith fellowDirectors, Management and other relevant parties aswell as to determinewhether newmembers are required to be added to theBoard or to
seek the resignationof directors.
Areasof strengthand improvement (if any)will be identifiedby theNCand tabled to theBoard for discussionand comment.
Basedon theNC’s review, theBoardand the variousBoardCommitteesoperateeffectively andeachDirector is contributing to theoverall effectivenessof theBoard.
Principle6:Access to Information
Complete, AdequateandTimely InformationandAccess toManagement
Informationanddataare important to theBoard’sunderstandinganddeliberationof theGroup’sbusiness.Management’sproposals to theBoardandBoardCommittees
for decisionsprovidebackgroundandexplanatory informationwhich includesbut not limited tomonthlymanagement accountsandanalysis, informationonbudgets,
forecasts, cashflowprojectionsandmanpower statistics.
Prior to each Board and Board Committees meeting, Management will provide the Directors with themeeting agendas and the relevant materials relating to the
matters tobediscussedduring themeetings, soas to facilitatean informeddiscussion. During the regularBoardandBoardCommitteemeetings, keymanagement
personnel are invited toattend theBoardandBoardCommitteemeetings inorder tomake theappropriatepresentationsand toansweranyqueries from theDirectors,
if necessary. TheDirectorsaregivenseparateand independent access to theManagement toaddressanyenquiriesat all timesor requests foradditional information,
if necessary.
WhereaphysicalBoardmeeting isnot possible, timelycommunicationwithmembersof theBoard iseffected throughelectronicmeans,which includeelectronicmail
and teleconferencing. Alternatively,Managementwill arrange topersonallymeet andbrief eachDirector before seeking theBoard’sapproval onaparticular issue.
CompanySecretary
The Board has direct and independent access to the Company Secretary, whose duties and responsibilities are clearly defined. The Company Secretary attends all
Board and Board Committeemeetings and ensures that all Board procedures are followed. The Company Secretary, together withManagement, also ensures that
the Company complies with all applicable statutory and regulatory rules. Theminutes of all Board and Board Committeesmeetings are circulated by the Company
Secretary to the respectiveBoardandBoardCommittees. Theappointment and removal of theCompanySecretary is subject to theapproval of theBoard.
IndependentProfessionalAccess
TheDirectors, either individually or asagroup, areentitled to take independent professional advice, whereappropriate, with suchexpenseborneby theCompany.
REMUNERATIONMATTERS
Principle7:Procedures forDevelopingRemunerationPolicies
TheRemunerationCommittee (“RC”) comprisesMsHanSahHeckVicky,Mr AngMiahKhiangandMr LimHoSeng.MsHanSahHeokVicky, an Independent Director
is theChairmanof theRC. IndependentDirectorsmakeup themajority of theRC.
TheRC’sprincipal responsibilitiesaresetout in its termsof referenceapprovedby theBoard. Theseare toreviewandrecommenda frameworkof remuneration for the
Directorsandkeymanagement personnel and thespecific remunerationpackages includingbut not limited toDirector’s fees, salaries, allowances, bonuses, options,
share-based incentives and awards and benefits in kind of theExecutiveDirectors and keymanagement personnel; and to ensure that the framework is competitive
and sufficient to attract, retain andmotivate theDirectors to provide good stewardship of the Company and the keymanagement personnel to successfullymanage
theCompany. None of theRCmembers orDirectors is involved indeliberations in respect of any remuneration, compensation or any formof benefit tobegranted to
him/her. TheRChas full authority toengageany external independent professional adviceonexecutive compensationand remuneration relatedmatters, if andwhen
requiredat theCompany’sexpense.
The RC reviews the Company’s obligations of the service agreements of the Executive Directors and key management personnel that would arise in the event of
terminationof these serviceagreements toensure that such serviceagreements contain fair and reasonable termination clauses.
