BUILDING LANDMARKS, CHARTING GROWTH
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Annual Report 2015
the retirement and re-election of Directors, each
Director’s performance and contributions, and whether
new competencies are required to enhance the
Board’s effectiveness.
In the light of such review and in consultation with the
Chairman of the Board, the NC assesses if there is any
inadequate representation in respect of any of those
attributes. When the need to appoint a new Director
arises, either to strengthen the Board or to replace
a retiring Director, the NC will determine the required
role and the desirable competencies for the particular
appointment.
The search for potential candidates to be appointed to
the Board is conducted through contacts of and
recommendations from the Directors and Management.
If the need arises, external consultants may also be
engaged so as to access a wider base of potential
candidates. The NC will shortlist and interview
potential candidates to assess his or her suitability and
ensure that the candidate(s) is/are aware of the
expectations and the level of commitment required as
a Director. The criteria and guidelines for appointment
of new Directors are as follows:
Background
• Candidates should have good reputation as
persons of integrity.
Experience
• Candidates should have core competencies to
meet the current or foreseeable needs of the group
and complement the skills and competencies of
the existing Directors.
• Candidates should have varied experience from
different industries to enhance the strength of the
Board.
• Candidates should preferably have experience in
acting as a director of a listed company.
Independence
• Candidates must be impartial, objective and be
flexible and independent in their thinking.
• Candidates must have the courage to voice their
independent opinions free from the influence or
pressure of other Directors or the Management.
The NC recommends the most suitable candidate to
the Board for appointment as a Director. With respect
to the annual retirement and re-election of Directors,
the NC reviews each of the retiring Director’s
performance and contributions before making the
relevant recommendations to the Board for
subsequent Shareholders’ approval at the AGM.
Guideline 4.7 : Key information on Directors
All key information on the Directors is set out on pages
33 to 35 of this report.
BOARD PERFORMANCE (GUIDELINE 5)
Guideline 5.1 : Assessment on the effectiveness of
Board and Board Committees, and contribution by
each Director
Guideline 5.2 : Performance criteria to evaluate
Board’s performance
Guideline 5.3 : Individual evaluation on Director’s
contribution
Each year, in consultation with the NC, the Board
assesses its performance to identify key areas for
improvement and requisite follow-up actions. The NC
sets the objective performance criteria for evaluating
performance of the Board, the Board Committees and
the individual Directors.
To assess the Board’s performance, each Director
is required to complete a questionnaire on the
effectiveness of the Board and the Board Committees,
adequacy of the blend of skillsets and expertise in the
Board, and the relevance and timeliness of the Board
and the Board Committee meeting agendas and
papers. The assessment also considers factors such
as the size and composition of the Board and the
Board Committees, Board processes, the Board and
the Board Committees’ roles as well as communication
within the Board and with the Management.
The assessment results and feedback are then
consolidated, evaluated and presented to the NC for
discussion on areas of strengths and weaknesses to
improve the effectiveness of the Board and the Board
Committees.
In the Period, the NC has developed the questionnaire to
ensure a proper assessment on the effectiveness of the
Board and the Board Committees. The results of the
assessment indicated that the Board functions effectively.
