17
Straco Corporation Limited • Annual Report 2014
A retiring director shall be eligible for re-election. In recommending that a director be nominated for re-election, the Nominating Committee assesses each
candidate’s suitability for re-appointment prior to making its recommendation, carefully taking into consideration such factors as the director’s record of
attendance and participation, his candour, performance and overall contribution to the Board and the Group; as well as his/her ability to adequately carry out
the duties expected while performing his/her roles in other companies or in other appointments.
This year, the following Directors will be retiring at the forthcoming AGM and seeking re-election as directors:-
1.
Mr Tay Siew Choon, Dr Choong Chow Siong and Mr Li Weiqiang (pursuant to Article No. 95 of the Company’s Articles of Association); and
2.
Mr Xu Niansha (pursuant to Article No. 96 of the Company’s Articles of Association).
The Nominating Committee has reviewed and is satisfied with their contribution and performance as directors and has endorsed their nomination for re-election.
Mr Fu Xuezhang is also due to retire at the forthcoming Annual General Meeting pursuant to the requirements of Section 153(1) of the Companies Act, Cap.
50. Mr Fu has advised the Nominating Committee and the Board that, due to personal reasons, he does not wish to seek re-appointment as a director of the
Company. In view of this, Mr Fu Xuezhang will cease to be a director of the Company at the conclusion of the Annual General Meeting scheduled to be held
on 29 April 2015.
Notes:-
Article 95 provides that at least one-third of the Directors shall retire from office at every annual general meeting. Article 96 provided that any director appointed during the year shall retire from
office at the next following annual general meeting. Section 153(1) states that no person of or over the age of 70 years shall be appointed as a director of a company. However section 153(1) is
subject to section 153(6), which provides that a person of or over the age of 70 years may, by an ordinary resolution passed at an annual general meeting of a company (a) be appointed or re-
appointed as a director of the company to hold office; or (b) be authorised to continue in office as a director of the company, until the next annual general meeting of the company.
Although some of the Board members have multiple board representations and other principal commitments, the Nominating Committee is satisfied that
the Directors have devoted sufficient time and attention to the Group. The Board does not see any reason to set the maximum number of listed board
representations that any Director may hold as all the Directors are able to devote to the Company’s affairs in light of their other commitments. However, as a
general guideline to address time commitments that may be faced, a Director who holds more than 5 listed company board representations will consult the
Chairman before accepting any new appointments as a director.
Principle 5: Board Performance
The Nominating Committee will use its best efforts to ensure that Directors appointed to the Board and the Board Committees possess the necessary
background, experience and knowledge to enable balanced and well-considered decisions to be made by the Board and the Board Committees.
A review of the performance of the Board and the Board Committees is undertaken annually by the Nominating Committee with inputs from Board members
and the Executive Chairman.
Apart from the fiduciary duties (i.e. act in good faith, with due diligence and care and in the best interest of the Company and its shareholders), the Board’s
key responsibilities are to set strategic directions and to ensure that the long term objective of enhancing shareholders’ value is achieved. The Board’s
performance is also measured by its ability to support management especially in times of crisis and to steer the Company towards profitable directions. In
doing so, the Board will take into consideration the financial indicators set out in the Code as guidelines for evaluating the Board’s performance.
CORPORATE GOVERNANCE
