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sustainability & governance
Annual Report 2017
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The Board evaluation comprised the following assessment criteria:
1.
Effectiveness of the Board and Board Committees as a whole:
• Board structure and operation
• Management relationship
• Roles and responsibilities
2.
Contribution of individual Director:
• Knowledge, judgement and decision making
• Integrity and ethics
• Time commitment
• Leadership
The results of these evaluations are then discussed and reviewed by the Nomination and Remuneration Committee and
together with any recommendations, are presented to the Board.
The results of the evaluation have determined that overall, the Board continues to be functioning effectively with proper
commitment to their respective roles, including of time. The Board Committees were also judged to be functioning efficiently
and effectively. In addition, the evaluation had identified the strengths of the Board and its Committees and highlighted
areas for the Board to work on in order to prepare for future challenges.
2.9 Boardroom Diversity
The Board acknowledges the importance of boardroom diversity in its membership which includes gender, ethnicity and
age. The Board ensures that the mix and profiles of the Board members provide the necessary range of perspectives,
experience and expertise required to achieve effective stewardship and management.
In this regard, the Nomination and Remuneration Committee is responsible for reviewing and assessing the composition
and performance of the Board, as well as identifying appropriately qualified persons to occupy Board positions. The
Nomination and Remuneration Committee had been considering the appointment of an additional female independent
non-executive director, taking into account the combination of skill, experience and strength in the qualities necessary to
strengthen the composition of the Board.
2.10 Directors’ Remuneration
All Non-Executive Directors are paid Directors’ fees as approved by the shareholders at the AGM based on the
recommendation of the Board. The determination of the level of fees for the Non-Executive Directors is a matter decided
by the Board as a whole to ensure that it is sufficient to attract and retain the services of the Non-Executive Directors which
are vital to the Company. Individual Directors will abstain from participating in the discussion and decision of their own
remuneration.
Meeting attendance allowances are paid to Non-Executive Directors in accordance with the number of meetings attended
during the financial year. The meeting attendance allowances also apply to Board Committees to which the Non-Executive
Directors are invited to attend pursuant to the Company’s policy and procedures.
For the Executive/Managing Director of the Company and subsidiaries, the Nomination and Remuneration Committee
reviews the remuneration package annually and recommend to the Board on specific adjustments and/or reward package
that reflect their respective contribution throughout the year as well as corporate performance and achievement of key
performance indicators, taking into consideration the market and industry practice.
statement on corporate governance