The principal functions of the NC include:
•
determining the process for search, nomination, selection and appointment of new board members and being responsible for
assessing nominees or candidates for appointment or election to the Board, determining whether or not such nominee has the
requisite qualifications and whether or not he/she is independent;
•
determining, on an annual basis, if a director is independent. If the NC determines that a director, who has one or more of the
relationships mentioned under the Code is in fact independent, the Company will disclose in full, the nature of the director’s
relationship and bear responsibility for explaining why he should be considered independent. The Nominating Committee may
at its discretion determine a director as non-independent even if he has no business or, other relationships with the Company,
its related companies or its officers.
•
recommending directors who are retiring by rotation to be put forward for re-election, having regard to the director’s contribution
and performance;
•
reviewing and deciding whether or not a director is able to and has been adequately carrying out his/her duties as a director of
the Company, particularly when he/she has multiple board representations and having regard to the competing time commitments
that are faced by the director when serving on multiple boards;
•
assessing the effectiveness of the Board as a whole, its Board committees and assessing the effective contribution and
commitment of each individual director to the effectiveness of the Board. The results of the performance evaluation will be
reviewed by the Chairman and the assessment shall be carried out annually;
•
deciding how the Board’s performance may be evaluated and propose objective performance criteria, subject to the approval
of the Board, which allow for comparison with industry peers and which address how the Board has enhanced long-term
shareholders’ value;
•
reviewing and approving any new employment of related persons and the proposed terms of their employment.
The NC meets at least once a year. The Articles provides that at least one-third of the directors shall retire from office and are subject
to re-election at every Annual General Meeting (“
AGM
”). All directors are required to retire from office at least once every three years. A
newly appointed Director must also subject himself for retirement and re-election at the next AGM immediately following his appointment.
The shareholders approve the election of Board members at the AGM.
When a vacancy exists, through whatever cause, or where it is considered that the Board would benefit from the services of a new
Director with particular skills and knowledge, the NC, in consultation with the Board, determines the selection criteria for the position
based on the skills and knowledge deemed necessary for the Board to best carry out its responsibilities. Candidates may be suggested
by Directors or Management or sourced from external sources. The NC will interview the candidates and assess them based on objective
criteria approved by the Board such as integrity, independent mindedness, possession of the relevant skills required or skills needed to
complement the existing Board members, ability to commit the time and effort to carry out his responsibilities, good decision making
track record, relevant experience and financial literacy. The NC will make a recommendation to the Board on the appointment. The Board
then appoints the most suitable candidate who must stand for election at the next AGM of shareholders.
Despite some of the Directors having multiple board representations, the NC is satisfied that these Directors are able to and have
adequately carried out their duties as Directors of the Company after taking into consideration the number of listed company board
representations and other principal commitments of these Directors. Currently, the NC did not determine the maximum number of listed
board representation which any director may hold. The NC and the Board will review the requirement to determine the maximum number
of listed board representations as and when it deems fit.
CORPORATE GOVERNANCE REPORT
Hock Lian Seng Holdings Limited
Annual report 2014
17
