A N N U A L R E P O R T 2 0 1 6
30
CORPORATE
GOVERNANCE
Guideline
Code and/or Guide Description Company¡¯s Compliance or Explanation
3.4
Have the Independent Directors
met in the absence of key
management personnel?
Please refer to Guideline 2.8 of this Corporate Governance Report.
Board Membership
4.1
4.2
What are the duties of the NC?
The NC comprises Ms Audrey Yap Su Ming, as Chairman, with Mr Ong Chin Lin and Mr
Zainudin Bin Nordin as members. All members of the NC are Non-Executive Independent
Directors and are not directly associated with any substantial shareholder of the Company.
The NC is governed by written terms of reference under which it is responsible for, amongst
others:
(a) determining annually, and as and when circumstances require, whether a Director is
independent, and providing its views to the Board in relation thereto for the Board¡¯s
consideration;
(b) reviewing the independence of any director who has served on the Board for
more than nine (9) years from the date of his first appointment and the reasons for
considering him as independent;
(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 commitments
1
;
(d) 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);
