Baker Tech AR 2017 - page 58

CORPORATEGOVERNANCE
REPORT
Sustainability
Re-nominationofDirectors
All Directors tobe re-electedhave
tobe assessed and recommended
by theNCbefore submission
to theBoard for approval. In
recommending aDirector for
re-election to theBoard, the
NC takes intoconsideration
theDirectors’ contribution and
performance at Board andBoard
Committeemeetings (such
as attendance, preparedness,
participation andcandour) and also
reviews their independence.
TheConstitutionof theCompany
requires one-thirdof theDirectors
to retire fromofficeby rotation
onceevery three years. A retiring
Director is eligible for re-election
at theAnnual GeneralMeeting
(“AGM”). AnyDirector appointed
tofill a casual vacancyor as an
additional Director shall holdoffice
until thenext AGM atwhichhe/she
will beeligible for re-election.
TheNC, witheachNCmember
abstaining in respect of his own
re-election, has recommended
thenominationof Directors
retiringunder Article 104of the
Company’sConstitution, namely
Mr LimHo Seng, Dr BenetyChang
andMrWongMengYeng for
re-election at the forthcoming
AGM. TheBoardhas accepted the
recommendations of theNC, and
accordingly,Mr LimHo Seng,
Dr BenetyChangandMrWong
MengYengwill beoffering
themselves for re-election.
Principle5:
BoardPerformance
TheCompanyhas inplace a
formal process for assessment
of theeffectiveness of the
Board as awhole, and its Board
Committees andeachDirector’s
contribution aswell as of the
Chairman to theeffectiveness of
theBoard. TheNC’s assessment
of theBoard’s performance as a
whole is conductedon an annual
basis taking into account factors
such as Boardcomposition,
conduct ofmeetings, corporate
strategy andplanning, risk
management,measuring and
monitoringperformance, financial
reporting andcommunicationwith
shareholders.
TheNC’s assessment of the
performanceof theBoard
Committees is assistedby the self-
assessment checklists completed
by theAC, NC andRC.
BAKER
Technology
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