Governance
Disclosure Guide
Guideline 2.1:
Does the Company comply
with the guideline on the
proportion of independent
directors on the Board?
If not, please state the
reasons for the deviation
and the remedial action
taken by the Company.
Guideline 2.3:
(a) Is there any director
who is deemed to be
independent by the
Board, notwithstanding
the existence of a
relationship as stated
in the Code that would
otherwise deem him
not to be independent?
If so, please identify
the director and
specify the nature of
such relationship.
(b) What are the
Board’s reasons
for considering him
independent? Please
provide a detailed
explanation.
Guideline 2.6:
(a) What is the Board’s
policy with regard to
diversity in identifying
director nominees?
(b) Please state
whether the current
composition of the
Board provides
diversity on each of
the following – skills,
experience, gender
and knowledge
of the Company,
and elaborate with
numerical data where
appropriate.
(c) What steps has the
Board taken to achieve
the balance and
diversity necessary
to maximize its
effectiveness?
Board Composition and Guidance
Principle 2: There should be a strong and independent element on
the Board, which is able to exercise objective judgement
on corporate affairs independently, in particular, from
management and 10% shareholders. No individual or
small group of individuals should be allowed to dominate
the Board’s decision making.
The Board comprises seven directors, three of whom are independent
directors. The independent directors make up more than one-third
of the Board thus providing an independent element on the Board.
The NC determines, on an annual basis, the independence of each
independent director based on the guidelines provided in the Code 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 in the conduct of the Company’s affairs. There is no
director who is deemed independent notwithstanding the existence of a
relationship that would otherwise deem him not to be independent under
the Code.
The Board considers the current Board size and composition including the
diversity of skills, experience, competences and industry knowledge of
directors, appropriate for the nature and scope of the Group’s operations.
The Board will continue to review its Board size and composition to ensure that
1) the Board will comprise directors who as a group provide an appropriate
balance and diversity and taking into consideration core competencies such
as accounting, finance, legal, business, management, strategic planning or
customer-based experiences and industry knowledge; and 2) each director
should bring to the Board independent and objective perspectives to enable
balanced and well-considered decisions to be made. The Board noted the
broader view of board diversity recommended under the Code to include age,
gender, nationality and ethnicity, the Board consider that such factors have
less direct bearing in view of the nature of business, industry and location
of yards of the Group but will nevertheless bear these factors in mind when
sourcing for new directors.
The current Board members include business leaders, financial and legal
professionals who possess the relevant expertise and skill sets for effective
decision-making. One of our independent directors whilst never having held
an executive position with a ship builder and ship repairer, has over 20 years’
experience analysing, reviewing and advising companies in such businesses.
The profiles of the directors are set out on pages 21 to 23 of this Annual
Report. The combined business, management, finance, strategic planning
and professional experience, knowledge and expertise of the directors
provide the necessary core competencies for the Board to effectively lead
and manage the Group’s businesses and operations.
The size and composition of the Board is reviewed by the NC of the Company
periodically to ensure that the Board is of an adequate size with the right mix
of expertise, skills and attributes of the directors for meeting the business
and governance needs of the Group.
ASL Marine Holdings Ltd.
Annual Report 2016
29
