secretary, he also ensures that Board meetings are held as and when required, sets the agenda for the Board meetings and ensures the quality, quantity and timeliness of the flow of information between the Management, the Board and the shareholders. As the CEO, Mr Charles Antonny Melati executes the Company’s long-term strategy and implements its long and short term plans with a view to creating shareholder value. He oversees the overall business and general management of the Group including spearheading its operations, optimising capital assets and human resources, identifying business opportunities, developing new markets, driving growth, managing business risks, establishing robust business disciplines and processes and managing relationships with customers, suppliers, bankers, business associates, advisors, government agencies, shareholders and the public at large. He also ensures that the Company maintains high standards of corporate governance and social responsibility wherever it does business and integrity of all its public disclosures. Provision 3.3 (Lead Independent Director) The Board has a lead independent Director to provide leadership in situations where the Executive Chairman is conflicted. The lead independent Director also provides feedback to the Executive Chairman after meetings of independent Directors. He is available to shareholders where they have concerns, and for which contact through the normal channels of communication with the Executive Chairman or the Management is inappropriate or inadequate. Mr David Yan Kin Pung is the lead independent Director. Board Membership Principle 4: The Board has a formal and transparent process for the appointment and re-appointment of directors, taking into account the need for progressive renewal of the Board. Provision 4.1 (Terms of reference of the Nominating Committee) The written terms of reference of the NC have been approved and adopted, and they include the following: (a) making recommendations to the Board on relevant matters relating to: (i) the review of succession plans for Directors, in particular, the appointment and/or replacement of the Executive Chairman and CEO and key management personnel; (ii) the process and criteria for evaluation of the performance of the Board, its Board Committees and Directors; (iii) the review of training and professional development programmes for the Board and its Directors; and (iv) the appointment and re-appointment of Directors (including alternate Directors, if any); (b) considering important issues as part of the process for the selection, appointment and re-appointment of Directors CORPORATE GOVERNANCE 28
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