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21 Annual Report 2012
Corporate Governance Report
For good corporate governance, the Board has appointed Dr Wu Chiaw Ching as the Lead Independent
Director of the Company to address the concerns of the shareholders and employees in the event the normal
interactions with the Executive Chairman and CEO or Group Financial Controller could not satisfactorily resolve
their concerns or where such channel of communications is considered inappropriate.
4. Board membership
Principle 4: Formal and transparent process for appointment of new directors
The Nominating Committee (“NC”) comprises Mr Raymond Lye Hoong Yip, Mr Wong Ming Kwong and Dr Wu
Chiaw Ching, where the majority, including the Chairman, are independent. The Chairman of the NC is Mr
Raymond Lye Hoong Yip. He is not directly associated with a substantial shareholder of the Company.
The NC is responsible for:
(a) Appointment of new directors with the appropriate profle having regards to their expertise, experiences,
industry background, track record and competencies;
(b) Re-nomination / re-election of the Directors having regard to the Director’s contribution and performance;
(c) Determining on an annual basis whether or not a Director is independent; and
(d) Deciding whether or not a Director is able to and has been adequately carrying out his duties as a Director.
The NC decides on how the Board’s performance is to be evaluated and proposes objective performance
criteria, subject to the approval of the Board, which address how the Board has enhanced long-term
shareholders’ value.
The NC establishes the process for assessing the effectiveness of the Board and for assessing the contribution
by each individual Director to the effectiveness of the Board. Each member of the NC shall abstain from voting
on any resolutions and making any recommendations or participating in any deliberations in respect of the
assessment of his performance or re-nomination as Director.
Where a vacancy arises under any circumstances, or where it is considered that the Board would beneft from
the services of a newDirector with particular skills, the NC in consultation with the Board, determines the selection
criteria and selects candidates with appropriate expertise and experience. The search and nomination process
for new Directors, if any, will be through contacts and recommendations that go through the normal selection
process for the right candidate. Upon the review and recommendations of the NC to the Board, the new
Directors will be appointed by way of a board resolution.
All Directors are subject to re-nomination and re-election at regular intervals of at least once every three years.
At each Annual General Meeting (“AGM”), at least one third (or the number nearest to a third) of the Directors
are required to retire from offce and to submit themselves for re-election. However, a retiring Director is eligible
for re-election at the meeting at which he retires.
The NC recommended to the Board that Mr Ben Tan Chee Beng and Mr Alvin Tan Chee Tiong be nominated
for re-election at the forthcoming AGM. In making the recommendation, the NC had considered the said
Directors’ overall contributions and performance.
The NC meets at least once a year. Meetings of the NC can also be in the form of telephone conferencing or
other methods of simultaneous communication by electronic or telegraphic means without a member being in
the physical presence of another member or members and participation in a meeting.
5. Board performance
Principle 5: Formal assessment of the effectiveness of the Board as a whole and the contribution by each
director
The NC evaluates the performance of the Board and that of the individual Directors based on performance
criteria set by the Board.
The criteria for assessing the Board’s and individual Directors’ performance include Board composition and
size, board processes, accountability, standard of conduct and performance of its principal functions and
fduciary duties, and guidance to and communication with the management. The level of contribution to
Board meetings and other deliberations are also considered. Other performance criteria include comparison