Key information regarding the Directors, including their shareholdings in the Company, is set out in the “Board of Directors” section and “Directors’ Statement” section of this Annual Report. The NC, in determining whether to recommend a Director for reappointment, would have regard to the Director’s performance and contribution to the Group and whether the Director has adequately carried out his duties as a director. The NC has nominated Mr Dhamma Surya and Mr Yan Kin Pung, who will retire by rotation, and Mr Tai Mern Tze, who is retiring in accordance with Regulation 119 of the Company’s Constitution, for re-election by the Company’s shareholders at the forthcoming annual general meeting. Provision 4.4 (Determining the independence of a Director) As at the date of this Annual Report, the Board comprises five Directors, of whom three are independent, namely, Mr David Yan Kin Pung, Mr Ali Hery and Mr Tai Mern Tze. The Directors are required to disclose to the Board their relationships with the Company, its related corporations, its substantial shareholders or its officers, if any, which may affect their independence. If the Board, having taken into account the views of the NC, determines that such Directors are independent notwithstanding the existence of such relationships, the Company will disclose the relationships and its reasons in the Annual Report. In addition to the above, each independent Director is required to complete a checklist annually to confirm his independence based on the guidelines as set out in the Code and his independence is reviewed annually by the NC and the Board. The NC and the Board have reviewed the independence of the independent Directors. Pursuant to the review and NC’s recommendation, the Board was of the view that each independent Director has engaged the Board in constructive discussions, his contributions were relevant and reasoned and he has exercised independent judgement. In coming to this view, the Board took into account the criteria of independence as set out in the Code and each independent Director’s demonstration of independence in character and judgement through the discussions the Board had over matters and issues concerning the Group, in both formal and informal settings. Each independent Director expressed constructive viewpoints, objectively raised issues and demonstrated independent mindedness in conduct at Board and/or committee meetings. Based on the above, the NC and the Board affirm the independence of Mr David Yan Kin Pung, Mr Ali Hery and Mr Tai Mern Tze. Provision 4.5 (Duties and obligations of the Directors) The NC ensures that new Directors are aware of their duties and obligations. The NC also decides if a Director is able to and has been adequately carrying out his or her duties as a director of the Company, taking into consideration the Director’s number of listed company board representations and other principal commitments. Such other listed company directorships and principal commitments of each Director are disclosed in the table under Provision 4.3 above. The NC is satisfied that sufficient time and attention are being given by the Directors to the affairs of the Company, notwithstanding other listed company directorships and/or principal commitments of some Directors. Board Performance Principle 5: The Board undertakes a formal annual assessment of its effectiveness as a whole, and that of each of its board committees and individual directors. Provision 5.1 (Performance criteria) The NC recommends for the Board’s approval the objective performance criteria and process for the evaluation of the effectiveness of the Board as a whole, and of each Board Committee separately, as well as the contribution by the Board Chairman and each individual Director to the Board. Such criteria, which align with shareholder interest and allow for comparison with industry peers, include return on assets, return on equity, return on investment and total shareholder return as well as the Company’s share price performance over a period of time. Provision 5.2 (Assessment process) A formal assessment process is in place to assess the effectiveness of the Board, the Board Committees and each Director annually. To-date, the Board does not require the assistance of an external facilitator in relation to the assessment process. In carrying out the assessment, each Director completes an assessment and evaluation form which contains objective performance criteria and factors such as the compositions and effectiveness of the Board and the Board Committees, quality of information and decision making, Boardroom activities, Board’s relationship with the Management, contribution and performance, calibre and personality and a Director’s skills, knowledge, experience and contributions. Assessment results are analysed and key areas for improvement and follow-up actions are highlighted and discussed at the Board meeting. CORPORATE GOVERNANCE 30
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