The individual Director’s
assessments by theNC are
basedon theDirector’s
self-assessment andpeer
assessment. This annual evaluation
process considers, amongothers,
eachDirector’s commitment of
time formeetings of theBoard
andBoardCommittees,
participation, contribution and
deliberationof issues atmeetings,
knowledge andunderstanding
of themajor risk factors of the
Company and interactionwith
fellowDirectors,Management and
other relevant parties aswell as to
determinewhether newmembers
are required tobe added to the
Boardor to seek the resignation
of directors.
TheBoardChairman is assessed
by theNCon attributes such as
leadership, ethics and values,
knowledge, interaction and
communication skills.
Areas of strength and
recommendation, if any, for
improvementswill be identified
by theNC and tabled to theBoard
for discussion andcomment.
TheBoardhas not engaged any
external facilitator toconduct
theperformanceevaluationof
theBoard.Where relevant and
when theneed arises, theNCwill
consider such anengagement.
Basedon theNC’s review, the
Board and the various Board
Committees operateeffectively
andeachDirector is contributing
to theoverall effectiveness of
theBoard.
Principle6:
Access to Information
Complete, Adequateand
Timely InformationandAccess
toManagement
Informationanddataare important
to theBoard’sunderstandingand
deliberationof theGroup’sbusiness.
Management’sproposals to the
BoardandBoardCommittees for
decisionsprovidebackgroundand
explanatory informationwhich
includesbut not limited tomonthly
management accounts and
analysis, informationonbudgets,
forecasts, cashflowprojections and
manpower statistics.
Prior toeachmeetingof the
BoardandBoardCommittees,
Managementwill provide the
Directorswith themeetingagendas
and the relevantmaterials relating
to thematters tobediscussed
during themeetings, soas to
facilitatean informeddiscussion.
Whenever necessary, senior
management staffwill be invited to
attend theBoardmeetings andAC
meetings toanswer queries from
theDirectors. TheDirectorshave
separateand independent access to
theCompany’s seniormanagement
toaddress anyenquiries at all
timesor requests for additional
information, if necessary.
Whereaphysical Boardmeeting
isnot possible, timely
communicationwithmembers
of theBoard iseffected through
electronicmeans,which
includeelectronicmail and
teleconferencing. Alternatively,
Managementwill arrange to
personallymeet andbrief each
Director before seeking theBoard’s
approval onaparticular issue.
CompanySecretary
TheBoardhas separate and
independent access to the
Company Secretary, whoseduties
and responsibilities areclearly
defined. TheCompany Secretary
attends all Board andBoard
Committeemeetings andensures
that all Boardprocedures are
followed. TheCompany Secretary,
togetherwithManagement,
alsoensures that theCompany
complieswith all applicable
statutory and regulatory rules.
Theminutes of all Board and
BoardCommitteesmeetings
arecirculatedby theCompany
Secretary to the respectiveBoard
andBoardCommittees. The
appointment and removal of the
Company Secretary is subject to
the approval of theBoard.
. 57
ANNUAL
REPORT
20 1 7
THE BE ST
I N US
