Governance
Disclosure Guide
Guideline 2.4:
Has any independent
director served on the
Board for more than nine
years from the date of his
first appointment? If so,
please identify the director
and set out the Board’s
reasons for considering
him independent.
Guideline 4.4:
(a) What is the maximum
number of listed
company board
representations that
the Company has
prescribed for its
directors? What are
the reasons for this
number?
(b) If a maximum number
has not been
determined, what are
the reasons?
(c) What are the specific
considerations in
deciding on the
capacity of directors?
Over and above this, a special review is undertaken for Independent Directors
who have served more than 9 years on the Board of the Company. Mr Andre
Yeap Poh Leong has served on the Board for more than 13 years while
Mr Christopher Chong Meng Tak served more than 10 years from the
date of their first election. The rigorous review and the factors taken into
consideration by the NC and the Board to assess and determine their
independence include:
a)
Their contribution in terms of professionalism, integrity, objectivity and
ability to exercise independence of judgement in his deliberation in the
interest of the Company;
b)
They have no relationship with the Company’s related corporations,
substantial shareholders, officers and management that could impair
their fair judgement;
c)
They constructively assist in setting strategies and goals for the
Company and regularly assess the performance of management; and
d)
In the current difficult conditions faced by the Company and the
Industry, their presence provides important guidance to management,
important liaison with the auditors and comfort to the capital providers
of the Company.
Hence, the Board is of the view that both Mr Yeap and Mr Chong should
still be considered independent in character and judgement despite having
been on the Board for more than nine years as there were no circumstances
which would likely affect or appear to affect their judgement. In addition, both
Mr Yeap, as a Senior Counsel with considerable experience in construction,
insolvency and arbitration matters and Mr Chong, a veteran in capital
markets, securities law, corporate governance and corporate affairs, possess
specialist knowledge and experience which are directly relevant to various
aspects of the industry and the Group, which is not easily or can be readily
found in other potential candidates.
The Board recognises the valuable contribution of its independent directors
who over time have developed in-depth knowledge of the Group’s businesses
and operations. The independent directors do not exercise management
functions in the Group, they ensure that key issues and decisions made
are constructively challenged and thoroughly reviewed and monitor the
performance of management in meeting agreed goals and objectives.
For this reason, the Board has not set a fixed term of office for each of its
independent directors as the Board believes that their tenure would not
materially interfere with their ability to exercise independent judgement and
act in the best interests of the Group and its shareholders. Having said this,
the NC pays special attention to directors whose terms exceed 9 years to
determine if there is any impairment with respect to their independence and
if no rotation occurs will the Board and the Company suffer from the lack
of renewal.
ASL Marine Holdings Ltd.
Annual Report 2016
33
