Board Membership
Principle 4: There should be a formal and transparent process for the appointment and
re-appointment of directors to the Board.
The Board established the NC in March 2003 which currently consists of three independent
directors, namely, Mr Andre Yeap Poh Leong, Mr Christopher Chong Meng Tak and Mr Tan Sek
Khee. Mr Andre Yeap Poh Leong is the Chairman of the NC and he is not associated in any way
with the substantial shareholders of the Company.
The operations of the NC are regulated by its terms of reference, which were approved
and are subject to periodic review by the Board. The functions of the NC include making
recommendations to the Board on all appointments and re-appointments/re-elections of
directors taking into consideration the mix of expertise, skills and attributes of the directors for
meeting the business and governance needs of the Group. The NC is also tasked to assess the
independence of the directors annually.
For appointment of new directors to the Board if a vacancy arises, the NC will, in consultation
with the Board, evaluate and determine the selection criteria with due consideration to the
mix of skills, knowledge and experience of the existing Board. The selection criterion includes
integrity, diversity of competencies, expertise and financial literacy. The NC’s selection process
involves the evaluation of the existing strength and capabilities of the Board and determines
the desirable competencies for a particular appointment, seek suitably qualified candidates
widely, review and undertake background checks on the resumes received, short-list and
interview candidates including a briefing of the duties required to ensure that there are no
expectations gap and the level of commitment required. The NC will seek candidates widely
and beyond persons directly known to the directors and is empowered to engage professional
search firms and also give due consideration to candidates identified by any person. The NC will
interview all potential candidates in frank and detailed meetings and make recommendations
to the Board for approval.
Every year, the NC reviewed and affirmed the independence of the Company’s independent
directors. Each director is required to complete a Director’s Independence Checklist on an
annual basis to confirm his independence. The checklist is drawn up based on the guidelines
provided in the Code and requires each director to assess whether he considers himself
independent despite not being involved in any of the relationships identified in the Code.
The checklist requires each director to disclose any relationship which would interfere or be
reasonably perceived to interfere with the exercise of independent judgment in carrying out
the functions as an independent director of the Company. Amongst the items included in
the checklist are disclosure pertaining to any employment including compensation received
from the Company or any of its related corporations, relationship to an executive director of
the Company, its related corporations or its 10% shareholders, immediate family members
employed by the Company or any of its related corporations as senior executive officer whose
remuneration is determined by the RC, shareholding or partnership or directorship (including
those held by immediate family members) in an organisation to which the Company or any
of its subsidiaries made, or from which the Company or its subsidiaries received, significant
payments in the current or immediate past financial year. The NC will then review the checklist
completed by each director to determine whether the director is independent.
CORPORATE GOVERNANCE
REPORT
ASL Marine Holdings Ltd. /Annual Report 2015
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