48 / 152
The Board has not engaged any
external facilitator to conduct
the performance evaluation of
the Board. Where relevant and
when the need arises, the NC will
consider such an engagement.
Based on the NC’s review, the
Board and the various Board
Committees operate effectively
and each Director is contributing
to the overall effectiveness of
the Board.
Principle 6:
Access to Information
Complete, Adequate and Timely
Information and Access to
Management
Information and data are
important to the Board’s
understanding and deliberation
of the Group’s business.
Management’s proposals to the
Board and Board Committees for
decisions provide background
and explanatory information
which includes but not limited to
monthly management accounts
and analysis, information on
budgets, forecasts, cash flow
projections and manpower
statistics.
Prior to each meeting of the
Board and Board Committees,
Management will provide the
Directors with the meeting
agendas and the relevant
materials relating to the matters
to be discussed during the
meetings, so as to facilitate an
informed discussion. Whenever
necessary, senior management
staff will be invited to attend
the Board meetings and AC
meetings to answer queries from
the Directors. The Directors
have separate and independent
access to the Company’s senior
management to address any
enquiries at all times or requests
for additional information,
if necessary.
Where a physical Board
meeting is not possible, timely
communication with members
of the Board is effected through
electronic means, which
include electronic mail and
teleconferencing. Alternatively,
Management will arrange to
personally meet and brief each
Director before seeking the
Board’s approval on a
particular issue.
Company Secretary
The Board has separate and
independent access to the
Company Secretary, whose
duties and responsibilities are
clearly defined. The Company
Secretary attends all Board and
Board Committee meetings
and ensures that all Board
procedures are followed. The
Company Secretary, together
with Management, also ensures
that the Company complies
with all applicable statutory and
regulatory rules. The minutes of
all Board and Board Committees
meetings are circulated by
the Company Secretary to the
respective Board and Board
Committees. The appointment
and removal of the Company
Secretary is subject to the
approval of the Board.
Independent Professional
Access
The Directors, either individually
or as a group, are entitled to take
independent professional advice,
where appropriate, with such
expense borne by the Company.
REMUNERATION MATTERS
Principle 7:
Procedures for Developing
Remuneration Policies
The RC 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
RC are Ms Han Sah Heck Vicky
(Chairman of RC), Mr Ang Miah
Khiang and Mr Lim Ho Seng.
The RC’s principal responsibilities
are set out in its terms of
reference approved by the
Board. These are to review and
recommend a framework of
remuneration for the Directors
and key management personnel
and the specific remuneration
packages including but not
limited to Director’s fees, salaries,
allowances, bonuses, options,
share-based incentives and
awards and benefits in kind of
the Executive Directors and key
management personnel; and
to ensure that the framework
is competitive and sufficient
to attract, retain and motivate
the Directors to provide good
stewardship of the Company and
the key management personnel
to successfully manage the
Sustainability
46
B A K E R T E C H N O L O G Y
L I M I T E D