Annual Report 2014
75
To facilitate the Directors’ discharge of their duties, when independent professional advice is required, it is
proposed to the Board with relevant quotations of fees of such advice for the Board’s approval. Upon the Board’s
approval, such expense is borne by the Company.
Board Committees
Nominating Committee (“NC”)
Principle 4: Formal and transparent process for appointment and re-appointment of directors to the Board
Principle 5: Formal assessment of the effectiveness of the Board and contributions of each director
The NC, meets annually, is currently comprised of the following 3 non-executive members, two of whom are
independent:
Daniel
Budiman
- Chairman (independent and non-executive)
Liong
Tong Kap (independent and non-executive)
Kin
Chan
(non-executive)
The NC had reviewed Board succession plans for directors, in particular, the Board Chairman. The Company
does not have a CEO and thus there is no such review. The NC and the Board have the consensus that as the
Board Chairman represents the major shareholder, there is no requirement for Board Chairman succession plan.
As part of the progressive refreshing of the Board, the Company is constantly sourcing for suitable candidates as
independent directors.
The terms of reference of the NC are as follows:
Recommend the appointment and re-appointment of the Directors;
Conduct an annual review of the composition of the Board;
Conduct an annual review of the independence of each independent Director, particularly an independent
Director who has served on the Board beyond nine years from his appointment date, and ensure that the
Board comprises at least one-half independent Directors as the Board Chairman is non-independent;
Assess the effectiveness of the Board;
Report to the Board with regard to these terms of reference; and
Review the results of the Board’s annual self-assessment and suggest to the Board any recommendations/
actions in respect of the self-assessment results.
In accordance with the Articles of Association of the Company, one-third of the Directors retire from office at
each Annual General Meeting according to their length of service. In addition, a newly appointed Director must
submit himself for re-election at the Annual General Meeting immediately following his appointment.
The Directors who are due for retiring and re-election at the forthcoming Annual General Meeting in accordance
with Article 100 of Articles of Association of the Company are Mr Kin Chan (Non-executive Chairman) and Mr
Daniel Budiman (Non-executive Independent Director, Chairman of the NC and Member of the AC).
Mr Wang Ya Lun, a Deemed Executive Director and representing the Investment Manager on the Board,
appointed during the year, will also be subject to retirement and re-election at the said Annual General Meeting
in accordance with Article 104 of the Articles of Association of the Company.
