Corporate Governance

Board’s Procedures for Appointment of Directors

1. INTRODUCTION

 
The Board is committed to upholding high standards of governance in respect of new appointments to the Board to ensure that the Board is comprised of Directors who have the necessary skills, competencies, commitment and experience to complement the efficiency and effectiveness of the Board as a whole.
 
The Board had adopted the following procedures for the appointment of new Directors effective from 23 February 2017.

2. RESPONSIBILITY AND STRUCTURE

 
2.1 The Board’s Nomination & Remuneration Committee (‘NRC’) is entrusted with the responsibility to review, propose and recommend the appointment of potential new Directors after taking into consideration the current and future needs of the Company.
 
2.2 The NRC which is responsible for reviewing the effectiveness of the Board as a whole, the Board Committees, the contributions of the individual Directors and the Independence of the Independent Directors, will where appropriate, make its recommendations to the Board on the need to increase the Board size, the composition, the necessary skills, calibre and experience required and where available the potential candidates for appointment.

3.  SOURCES OF POTENTIAL CANDIDATES

 
3.1 The NRC will where practical maintain a database of potential candidates.

3.2 Potential candidates can be sourced from

  • existing Directors and substantial shareholders of the Company.

  • existing Senior Management employees.

  • professional bodies and organisations.

  • business associates, shareholders.

  • others. 

4. RECRUITMENT PROCESS

 
Upon a decision being made by the Board to appoint Directors;
 
a) The NRC will identify suitable candidates from its available database or sources maintained taking into consideration the required skills, competencies and experience and such other parameters as may be determined by the Board.
 
b) The Chairman of the NRC and the Executive Directors will meet with the identified candidates to assess/reassess their suitability for appointment.
 
c) The identified candidate if cleared by the NRC will then be recommended to the Board for appointment.
 
d) Prior to their appointment, the identified candidates will be invited to an introductory meeting with the full Board to enable the full Board to form an opinion and assessment on the identified candidates recommended by the NRC.
 
e) Subsequent or further meetings with the candidates may be arranged to the satisfaction of the Board, should the need arise.
 
f) The discretion to accept or reject a candidate rests with the full Board of Directors.
 
This Policy was last reviewed and revised on 26 February 2019.