Old Chang Kee Ltd - Annual Report 2016 - page 30

A N N U A L R E P O R T 2 0 1 6
28
CORPORATE
GOVERNANCE
Guideline
Code and/or Guide Description Company¡¯s Compliance or Explanation
(c) What steps has the Board
taken to achieve the balance
and diversity necessary to
maximise its effectiveness?
The Board has taken the following steps to maintain or enhance its balance and diversity:
(i)
Annual review by the NC to assess whether the existing attributes and core
competencies of the Board are complementary and enhance the efficacy of the Board;
and
(ii) Annual evaluation by the Directors of the skill sets the other Directors possess, with a
view to understand the range of expertise which is lacking by the Board.
The NC will consider the results of these exercises in its recommendation for the
appointment of new directors and/or the re-appointment of incumbent directors.
Additionally, members of the Board are constantly in touch with the Management to
provide advice and guidance on strategic issues and on matters for which their expertise
will be constructive to the Group. The NC is of the view that the current Board comprises
persons who as a group provide capabilities required for the Board to be effective.
2.7
What are the roles of the Non-
Executive Directors?
The Independent Directors are non-executive Directors of the Company. They
constructively challenge and assist in the development of proposals on strategy, assist the
Board in reviewing the performance of the Management in meeting agreed goals and
objectives, and monitor the reporting of performance.
2.8
Have the Non-Executive Directors
met in the absence of key
management personnel in the last
financial year?
Due to competing time schedules in FY2016, the Independent Non-Executive Directors
have not met as a group in the absence of key management personnel. However, in
FY2016, the Non-Executive Directors met with the internal and external auditors of the
Company without the presence of key management personnel at least once, as mentioned
in Guideline 12.5 of this Corporate Governance Report, and will look to schedule such
meetings in the financial year ending 31 March 2017.
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