Process for selection and appointment of new directors
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 potential
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.
There was no appointment of new director during the year under review.
Process for re-appointment of directors
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 judgement 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.
The NC is charged with determining the independence of the directors as
set out under Guidelines 2.3 and 2.4 under the Code. For the year under
review, the NC has ascertained and is satisfied with the independence of the
Company’s independent directors.
Governance
Disclosure Guide
Guideline 4.6:
Please describe the
board nomination process
for the Company in the
last financial year for (i)
selecting and appointing
new directors and (ii)
re-electing incumbent
directors.
CORPORATE GOVERNANCE REPORT
32
ASL Marine Holdings Ltd.
Annual Report 2016
