CEO supervises theday-to-day
business operations andexecutions
of strategies andpolicieswith the
support of theExecutiveDirector
andManagement.
MrWongMengYeng acts as the
Lead Independent Director and
is theprincipal liaison to address
shareholders’ concerns, inwhich
direct contact throughnormal
channels of theChairman, the
CEOor theChief Financial Officer
(“CFO”) have failed to resolve
or forwhich suchcontact is
inappropriate. During thefinancial
year, the Independent Directors
havemet oncewithout the
presenceof otherDirectors and
the Lead Independent Director has
provided feedback to theChairman
after themeeting.
Principle4:
BoardMembership
NCComposition
TheNCcomprisesMrWongMeng
Yeng,MsHan SahHeokVicky and
Dr BenetyChang. TheChairman
of theNC isMrWongMengYeng,
the Lead Independent Director.
Independent Directorsmakeup
themajorityof theNC.
TheNC’s responsibilities, as set out
in its terms of reference approved
by theBoard, are to review and
recommendcandidates for
appointment and re-appointment
of Directors to theBoard and the
BoardCommittees, determine
Director’s independence, evaluate
performanceof theBoard as a
whole, its BoardCommittees and
the individual Directors, review
appointments and resignations of
keymanagement personnel and
to review theDirector’s training
andcontinuous professional
development programme.
During the year, theNCheld
one scheduledmeetingwith full
attendance.
Process for selectionand
appointmentof newDirectors
TheNCmakes recommendations
to theBoardon all board
appointments and re-
appointments. The selection
for suitablecandidates is
conducted throughcontacts and
recommendations andwhere
necessary, external consultants
maybeengaged at theCompany’s
expense. In reviewing and
recommending to theBoard
anynewDirector appointment,
theNCconsiders theneeds
and requirements of theBoard
andevaluates thecandidate’s
independence, competencies and
suitabilityof thecandidateswhich
include, age, gender, academic
andprofessional qualifications,
industry experience, number
of other directorships, relevant
experience as adirector and ability
and adequacy incarryingout
required task. Candidateswho are
shortlisted after being interviewed
bymembers of theNC are then
assessedby theBoard for approval
and appointment.
There arecurrentlyno alternate
directors appointed to theBoard.
Directors’ TimeCommitments
TheNChas adopted internal
guidelines addressingcompeting
timecommitments that are faced
whenDirectors serveonmultiple
boards. Theguideline stipulates
that, as ageneral rule, each
Director shouldnot holdmore
thanfive listedcompanyboard
representations andother principal
commitments. Indetermining
the abilityof aDirector tocarry
out his duties as aDirector of
theCompany, theNC also takes
into account the results of the
assessment of theeffectiveness
of the individual Director and
the respectiveDirectors’ actual
conduct on theBoard.
In respect of FY2017, theNCwas
of the view that eachDirector
haddischargedhis/her duties
adequately and that eachDirector’s
directorshipwas in linewith the
Company’s guidelines of notmore
thanfive listedcompanyboard
representations andother principal
commitments.
. 55
ANNUAL
REPORT
20 1 7
THE BE ST
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