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TIH Limited
With each retiring Director abstaining from voting his own nomination for re-appointment, the NC has, after
considering each retiring Director’s contributions and performances (e.g. attendance, preparedness, participation
and candour) including, if applicable, the independence as an independent director, recommended that each
retiring Director be nominated for re-appointment at the forthcoming Annual General Meeting. The Board,
with each of the retiring Directors abstaining from deliberating on their own nominations, has accepted the
recommendation and the retiring Directors would be offering themselves for Shareholders’ re-election at the
forthcoming Annual General Meeting.
The NC had performed the necessary annual review and had determined that taking into consideration the
Code’s definition of who constitutes an independent director
3
, the Board is satisfied with the independence of
the independent Directors, namely Mr Vince Feng, Mr Liong Tong Kap and Mr Daniel Budiman. In particular,
the NC had paid particular attention in assessing the independence of Mr Liong Tong Kap who has served on the
Board beyond the nine year period as recommended by the Code.
Under Section 153 of the Companies Act, Chapter 50, a director of or over the age of 70 years is required to be
re-appointed as a director at all subsequent annual general meetings. None of the Company’s Directors is of or
over the age of 70 years who is required to be re-appointed at the forthcoming Annual General Meeting.
The NC has used its best efforts to ensure that the Board comprises members who represent strategic
shareholders as well as independent members who will enhance governance in the interests of all shareholders.
The procedure for the selection of new Board members is as follows:
When a board vacancy arises, Board members source and recommend appropriate personnel to the NC.
The curriculum vitae of the potential director is circulated to all Board members;
NC members arrange for informal meeting(s) with the short-listed candidate(s) and appraise the candidates
to ensure that the candidate possess the relevant expertise, experience and skills for the Company;
If found suitable, Board members discuss with the NC the final choice and the chosen candidate is offered
the directorship position.
When a Director has multiple board representations, such a Director is expected to ensure that sufficient time and
attention is given to the affairs of the Company. The NC has reviewed with Board members in an open session
the effectiveness of the Board and the contribution of each of the Directors. It is generally satisfied that the Board
and each of its members have adequately discharged his/her respective duties. As determined by the Board on the
NC’s recommendation, independent Directors who are not full time executives may hold up to a maximum of 6
listed company board representations. The Board is satisfied that currently, the number of listed company board
representations held by each Board member does not exceed the number set by the Board.
As recommended by the Code, when alternate directors are proposed to be appointed, the NC and the Board shall
generally avoid approving such appointment unless the director has a medical emergency or any other reasons
that the NC and the Board shall determine as valid. Prior to recommending such appointment to the Board
for approval, the NC shall appraise the proposed alternate director to assess his familiarity with the company
affairs and whether he qualify as an independent director if he is to be appointed as an alternate director to an
independent director. Such appointment is only for a limited period and the alternate director bear all the duties
and responsibilities of a director.
3
The Code defines an independent director as one who has no relationship with the company, its related corporations, its 10% shareholders
or its officers that could interfere, or be reasonably perceived to interfere, with the exercise of the director’s independent business judgement
with a view to the best interests of the company. A related corporation, in relation to a company, shall have the same meaning as currently
defined in the Companies Act, i.e. a corporation that is the company’s holding company, subsidiary or fellow subsidiary..
