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Role of the Non-Executive
Directors
The Non-Executive Directors,
including Independent Directors,
participate actively in the Board
and Board Committees. They are
encouraged to constructively
challenge and help develop
proposals on strategy and
review the performance of
Management in meeting agreed
goals and objectives and monitor
the reporting of performance.
To facilitate a more effective
check on Management, they
are encouraged to meet
regularly without the presence
of Management. In addition,
they are free to request
further clarification and have
independent access to our Senior
Management. If necessary, Non-
Executive Directors, including
Independent Directors, may
initiate meetings to address
any specific matter involving
any other member of our
Management.
Principle 3:
Chairman and CEO
There is a clear separation of
roles and responsibilities of the
Chairman and CEO. Mr Lim Ho
Seng, who is the Chairman of the
Board, and Ms Jeanette Chang,
the CEO of the Company, are
not related to each other. The
Chairman provides leadership
to the Board. He sets the
meeting agenda in consultation
with the CEO and ensures that
Directors are provided with
complete, adequate and timely
information, promotes a culture
of openness and debate at
the Board as well as to ensure
effective communication with
the shareholders. In addition,
the Chairman 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 is
responsible for the day-to-day
management and business
operations and executions of
strategies and policies with
the support of the Executive
Directors and the management
team.
Mr Wong Meng Yeng has
been appointed as the Lead
Independent Director since
1 January 2014. As Lead
Independent Director, he is the
contact person for shareholders
when any shareholders has
concerns, in which direct contact
through normal channels of the
Chairman, the CEO or the Chief
Financial Officer (“CFO”) have
failed to resolve or for which
such contact is inappropriate.
During the financial year, the
Independent Directors have
met once without the presence
of other Directors and the
Lead Independent Director
has provided feedback to the
Chairman after the meeting.
Principle 4:
Board Membership
NC Composition
The NC comprises three
Directors, two of whom,
including its Chairman, are
independent non-executive
Directors. As at the date of this
report, the members of the
NC are Mr Wong Meng Yeng
(Chairman of NC), Ms Han Sah
Heok Vicky and Ms Jeanette
Chang.
The NC’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 key
management personnel and to
review the Director’s training
and continuous professional
development programme.
During the year, the NC held
one scheduled meeting with full
attendance.
Process for selection and
appointment of new Directors
The NC makes recommendations
to the Board on all board
appointments and re-
appointments. The selection
of suitable candidates is
conducted through contacts and
recommendations and where
necessary, external consultants
may be engaged at the
Company’s expense. In reviewing
and recommending to the Board
any new Director appointment,
the NC considers the needs
and requirements of the Board
and evaluates the candidate’s
independence, competencies
and suitability which include,
age, gender, academic and
professional qualifications,
industry experience, number
of other directorships, relevant
experience as a director and
ability and adequacy in carrying
out required task. Candidates
Sustainability
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B A K E R T E C H N O L O G Y
L I M I T E D