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CORPORATE GOVERNANCE
As such, the Board does not propose to set the maximum number of listed company board representations which directors may hold until such
need arises. The Board will continue to review from time to time the number of listed company representations of each Director to ensure that the
Directors continue to meet the demands of the Group and are able to discharge their duties adequately.
In the event the Board decides to appoint a new Director, the process for the selection and appointment of new Directors is as follows:
(a) the NC evaluates the balance of skills, knowledge and experience of the Board and, in light of such evaluation and in consultation with the
Board, prepares a description of the role and the essential and desirable competencies for a particular appointment;
(b) where necessary, external help may be sought to source for potential candidates. The Board and the Management may also make
suggestions;
(c) the NC meets with short-listed candidates to assess their suitability and to ensure that the candidates are aware of the expectations and
the level of commitment required of them; and
(d) the NC makes recommendations to the Board for approval.
The Articles also require not less than one-third of the Board to retire from offce by rotation at each annual general meeting (“AGM”). Accordingly,
the Directors will submit themselves for re-election at regular intervals of at least once every three (3) years. A retiring Director is eligible for re-
election by the shareholders at the AGM.
The NC has recommended to the Board that Chow Hui Shien and Wong Chak Weng, who are due to retire by rotation, be nominated for re-
election at the forthcoming AGM. In making the recommendation, the NC has considered the Director’s overall contributions and performance.
However, Wong Chak Weng, an Independent Director, the Chairman of the NC and a member of the AC and RC, will not be seeking re-election at
the forthcoming AGM as with a view to refreshing the Board, he has decided to retire having been on the Board since its listing on the Catalist of
SGX-ST in January 2008.
In view of Wong Chak Weng’s impending retirement as an Independent Director of the Company, the NC has recommended to the Board the
appointment of Audrey Yap Su Ming as an Independent Director of the Company (the “Appointment”). Having reviewed the qualifcations and
experience of Audrey Yap Su Ming, the Board has recommended that the Appointment be tabled as ordinary resolution 4 at the forthcoming
AGM for shareholders’ approval. If appointed at the forthcoming AGM, Audrey Yap Su Ming will also be appointed as Chairman of the NC and a
member of the AC and RC. The Board considers Audrey Yap Su Ming to be independent for the purpose of Rule 704(7) of the Catalist Rules.
Chow Hui Shien is the niece of the Executive Chairman, Han Keen Juan and his spouse, Ng Choi Hong, both of whom are also substantial
shareholders of the Company. Chow Hui Shien is also the cousin of the CEO, Lim Tao-E William. Save as disclosed herein, Chow Hui Shien
and Audrey Yap Su Ming do not have any immediate family relationships between themselves and the Directors, the Company or its substantial
shareholders.
The shareholdings held by the Directors in the Company and its subsidiary companies are set out on page 44 of this Annual Report.
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Annual Report 2014 •