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CORPORATE GOVERNANCE REPORT
38 GEO ENERGY RESOURCES LIMITED | Annual Report 2012
5. BOARD PERFORMANCE
Principle 5: There should be a formal assessment of the effectiveness of the Board as a whole and the
contribution by each director to the effectiveness of the Board.
Board performance is linked to the overall performance of the Group. The Board complies with the applicable laws,
and members of the Board are required to act in good faith, with due diligence and care, and in the best interests
of the Company and its shareholders.
The NC is responsible for assessing the effectiveness of the Board as a whole and for assessing the contribution
of each individual director. The NC decides how the Board’s performance may be evaluated and proposes
objective performance criteria that are approved by the Board.
The criteria for the evaluation of the performance of individual directors include qualitative and quantitative factors
such as performance of principal functions and fduciary duties, level of participation at meetings, guidance
provided to the Management and attendance record.
The Board and the NC have endeavoured to ensure that directors appointed to the Board possess the background,
experience, business knowledge, fnancial expertise and management skills relevant to the Group’s business.
They have also ensured that each director, with his special contributions, brings to the Board an independent and
objective perspective to enable balanced and well–considered decisions to be made. Based on the results of the
performance evaluation by the NC, the Executive Chairman may propose new members for appointment to the
Board or seek the resignation of directors, in consultation with the NC.
6. ACCESS TO INFORMATION
Principle 6: In order to fulfl their responsibilities, Board members should be provided with complete,
adequate and timely information prior to board meetings and on an on–going basis.
Directors are from time to time furnished with detailed information concerning the Group to support their decision–
making process.
Prior to each Board meeting, the members of the Board are each provided with the relevant documents and
information necessary for them to comprehensively understand the issues to be deliberated upon and make
informed decisions thereon.
As a general rule, notices are sent to the directors one week in advance of Board meetings, followed by the Board
papers, in order for the directors to be adequately prepared for the meetings.
The Board (whether individually or as whole) has separate and independent access to the Management and the
company secretary at all times, and may seek independent professional advice, if necessary, at the expense of the
Company. The company secretary attends all Board meetings and ensures that all Board procedures are followed.
Where the company secretary is unable to attend any Board meeting, he ensures that a suitable replacement is
in attendance and that proper minutes of the same are taken and kept. The company secretary also ensures that
the Company complies with the requirements of the Companies Act, Chapter 50 of Singapore, and the SGX–ST
Listing Manual.