Page 32 - ar2014

CORPORATE GOVERNANCE
(c) where a Director or proposed Director has multiple board representations, deciding whether the Director is able to and has been adequately
carrying out his duties as a Director, taking into consideration the Director’s number of listed company board representations and other
principal commitments1;
(d) where the appointment of an alternate Director to a Director is proposed, determining whether the alternate Director is familiar with the
Company’s affairs, appropriately qualifed and (in the case of an alternate Director to an independent Director) whether the alternate Director
would similarly qualify as an independent Director, and providing its views to the Board in relation thereto for the Board’s consideration
(e) making recommendations to the Board on relevant matters relating to:
(i) the development of a process for evaluation of the performance of the Board, its board committees and directors; and
(ii) the appointment and re-appointment of directors (including alternate directors, if applicable);
(f) proposing objective performance criteria for evaluation of the Board’s performance as a whole which allows for comparison with industry
peers and address how the Board has enhanced long-term shareholder value;
(g) carrying out, at least annually, a formal assessment of the performance and effectiveness of the Board as a whole and its board committees
and (if applicable) the contributions of individual Directors to the effectiveness of the Board, based on the process implemented by the
Board; and
(h) based on the results of the performance evaluation, providing its views and recommendations to the Board, including any appointment of
new members.
The NC is also required to determine whether Directors who hold multiple board representations are able to and have been devoting suffcient time
to discharge their responsibilities adequately. The Code requires listed companies to fx the maximum number of board representations on other
listed companies that their directors may hold and to disclose this in their annual report. The Board is of the view that the assessment of whether
each Director is able to devote suffcient time to discharge his or her duties should not be restricted to the number of board representations.
Holistically, the contributions by the Directors during meetings and attendance at such meetings are also taken into consideration.
For FY2014, the Board is satisfed that the Directors have given suffcient time and attention to the affairs of the Group to discharge their duties as
Directors. Of the 6 Directors of the Company, only 2 Independent Directors hold directorships in other listed companies where each of them do not
hold more than 2 such directorships. The 3 Executive Directors do not hold any directorships in other listed companies.
1 The term “principal commitments” shall include all commitments which involve signifcant time commitment such as full time occupation, consultancy work,
committee work, non-listed company board representations and directorships and involvement in non-proft organisations. Where a director sits on the boards
of non-active related corporations, those appointments should not normally be considered principal commitments.
30
Annual Report 2014 •