Positioning for the Future | 31
Election of Board members is the prerogative and right of shareholders. The Company’s Articles require one-third of its
Directors (prioritised by length of service since previous re-election or appointment and who are not otherwise required
to retire) to retire and subject themselves to re-election by shareholders at every AGM of the Company (one-third
rotation rule). In addition, any newly appointed Director (whether as an additional Director or to mll a casual vacancy)
will submit himself for retirement and re-election at the AGM immediately following his appointment. Thereafter, he is
subject to the one-third rotation rule.
In regard to the re-appointment/re-election of existing Directors each year, the NC advises the Board of those
Directors who are retiring in accordance with the provisions of the Articles and the Companies Act. The NC makes
recommendations to the Board as to whether the Board should support the re-appointment/re-election of a Director who
is retiring. In making recommendations, the NC will undertake a process of review of the retiring Director’s performance
during the period in which the Director has been a member of the Board.
The P&GCEO, as a Board member, is also subject to the one-third rotation rule. )is role as P&GCEO is separate from
his position as a Board member, and does not affect the ability of shareholders to exercise their right to select all Board
members.
Guideline 4.4 of the Code recommends that the Board determine the maximum number of listed company board
representations which any director may hold and disclose this in the annual report. The Board is of the view that, the
limit on the number of listed company directorships that an individual may hold should be considered on a case-by-
case basis, as a person’s available time and attention may be affected by many different factors such as whether
they are in full-time employment and their other responsibilities. A Director with multiple directorships is expected to
ensure that sufmcient attention is given to the affairs of the Group. The Board believes that each individual Director is
best placed to determine and ensure that he is able to devote sufmcient time and attention to discharge his duties and
responsibilities as a Director of the Company, bearing in mind his other commitments. In considering the nomination
of Directors for appointment or re-election, the NC will take into account, amongst other things, the competing time
commitments faced by Directors with multiple Board memberships. All Directors had conmrmed that notwithstanding
the number of their individual listed company board representations and other principal commitments, which the
Directors held, they were able to devote sufmcient time and attention to the affairs of the Company.
Board Performance
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committees and the contribution by each director to the effectiveness of the Board.
The Company believes that Board performance is ultimately renected in the long-term performance of the Group.
The Board, through the NC, strives to ensure that there is an optimal blend in the Board of background, experience
and knowledge in business, mnance and management skills critical to the Group’s business and that each Director
could bring to the Board an independent and objective perspective to enable balanced and well-considered decisions
to be made in the interests of the Group. Contributions by an individual Board member can also take other forms,
including providing objective perspectives on issues, facilitating business opportunities and strategic relationships,
and accessibility by Management outside of a formal environment of Board and/or Board Committees meetings.
The contributions and performance of each Director were assessed by the NC as part of its periodic reviews of the
compositions of the Board and the Board Committees.
Each year, the NC undertakes a process to evaluate the effectiveness of the Board as a whole and the Board
Committees. An external consultant was engaged to facilitate the evaluation process for the Board’s performance in
FY 2014. The consultant is independent of and is not related to the Company or any of its Directors. As part of the
process, questionnaires were sent by the consultant to the Directors and Senior Management and the mndings were
evaluated by the consultant and reported, together with the recommendations of the consultant, to the Chairman of
the Board and the Chairman of the NC. The mndings and the recommendations of the consultant were reviewed by
the Board. The Board was also able to assess the Board Committees through their regular reports to the Board on
their activities.
Corporate Governance & Transparency
