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who are shortlisted after being
interviewed by members of
the NC are then assessed by
the Board for approval and
appointment.
There are currently no alternate
directors appointed to the Board.
Directors’ Time Commitments
The NC has adopted internal
guidelines addressing competing
time commitments that are
faced when Directors serve on
multiple boards and have other
principal commitments. As a
guide, Directors should not have
more than five listed company
board representations and
other principal commitments.
In determining the ability of a
Director to carry out his duties as
a Director of the Company, the
NC also takes into account the
results of the assessment of the
effectiveness of the individual
Director and the respective
Directors’ actual conduct on
the Board.
The NC had reviewed and
was satisfied that no director
had exceeded the maximum
limit of listed company board
representations and other
principal commitments in FY2018
and that each Director has given
sufficient time and attention to
the affairs of the Company and
has been able to discharge his
duties as directors of
the Company.
Re-nomination of Directors
All Directors to be re-elected
have to be assessed and
recommended by the NC before
submission to the Board for
approval. In recommending
a Director for re-election to
the Board, the NC takes into
consideration the Directors’
contribution and performance
at Board and Board Committee
meetings (such as attendance,
preparedness, participation and
candour) and also reviews their
independence.
The Constitution of the Company
requires one-third of the
Directors to retire from office by
rotation once every three years.
A retiring Director is eligible for
re-election at the Annual General
Meeting (“AGM”). Any Director
appointed to fill a casual vacancy
or as an additional Director shall
hold office until the next AGM at
which he/she will be eligible for
re-election.
The NC, with each NC member
abstaining in respect of his own
re-election, has recommended
the nomination of Directors
retiring under Article 110 of the
Company’s Constitution, namely
Ms Jeanette Chang, Mr Ang
Miah Khiang and Ms Han Sah
Heok Vicky for re-election at the
forthcoming AGM. The Board has
accepted the recommendations
of the NC, and accordingly, Ms
Jeanette Chang, Mr Ang Miah
Khiang and Ms Han Sah Heok
Vicky will be offering themselves
for re-election.
Principle 5:
Board Performance
The Company has in place a
formal process for assessment
of the effectiveness of the
Board as a whole, and its
Board Committees and each
Director’s contribution as well
as of the Chairman to the
effectiveness of the Board. The
NC’s assessment of the Board’s
performance as a whole is
conducted on an annual basis
taking into account factors such
as Board composition, conduct
of meetings, corporate strategy
and planning, risk management,
measuring and monitoring
performance, financial reporting
and communication with
shareholders.
The NC’s assessment of the
performance of the Board
Committees is assisted by the
self-assessment checklists
completed by the AC,
NC and RC.
The individual Director’s
assessments by the NC are
based on the Director’s self-
assessment and peer assessment.
This annual evaluation process
considers, among others, each
Director’s commitment of time
for meetings of the Board and
Board Committees, participation,
contribution and deliberation of
issues at meetings, knowledge
and understanding of the major
risk factors of the Company and
interaction with fellow Directors,
Management and other relevant
parties as well as to determine
whether new members are
required to be added to the
Board or to seek the resignation
of directors.
The Board Chairman is assessed
by the NC on attributes such as
leadership, ethics and values,
knowledge, interaction and
communication skills.
Areas of strength and
recommendation, if any, for
improvements will be identified
by the NC and tabled to the
Board for discussion
and comment.
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