Cosco Corporation (Singapore) Limited - Annual Report 2014 - page 40

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COSCO Corporation (Singapore) Limited
During the financial year, the NC held one (1) meeting and had on various occasions used circular resolutions in writing
to resolve certain decisions which are then recommended to the Board. The NC had reviewed the nominations for
the appointments of those directors that were appointed during the financial year for recommendation to the Board
to approve the appointments. In arriving at their decisions on the new appointments, the NC took into consideration
the incumbents’ academic qualifications, experience, their individual field of expertise and their potential contributions
to the effectiveness of the Board. The NC also met and determined the independence of the Directors is in line with
the undertakings described in the CG Code 2012. It also reviewed the composition of the Board and the Board
Committees in relation to the needs of the Group.
The NC is of the opinion that the Board is able to exercise objective judgment on corporate affairs independently and
no individual or small group of individuals dominates the Board’s decision making process.
The NC assesses and recommends to the Board whether retiring Directors are suitable for re-election.
During the financial year under review, the NC has ascertained that all Directors, including those who have multiple
board representations, have devoted sufficient time and attention to the Group’s affairs and have discharged their
duties and responsibilities adequately. As time requirements of each director are subjective, the NC has decided not
to fix a maximum limit on the number of directorships a director can hold. The NC considers that the multiple board
representations held presently by its Directors do not impede their respective performance in carrying out their duties to
the Company.
The list of current directorships in other listed companies and/or other principal commitments held by the respective
Directors are set out on page 57 of this Annual Report.
One of the duties of the NC is to assess the qualifications of the appointed alternate directors to the Board. The
Alternate Directors of the current Board are:
Ma Hong Han
Alternate to Ma Zhi Hong
Li Man
Alternate to Li Yun Peng
Ouyang Chao Mei
Alternate to Liang Yan Feng
All appointed Alternate Directors are based in Singapore and are familiar with the Group’s affairs and qualified to
bear all the duties and responsibilities of their respective principal directors, who are principally based in the People’s
Republic of China.
Mr Tom Yee Lat Shing, who is over the age of 70 years, will have to retire at the forthcoming Annual General Meeting
pursuant to Section 153(6) of the Companies Act, Cap. 50. The assessment of Mr Tom Yee Lat Shing’s re-appointment
and his independence were given particular consideration by the NC as he has now served on the Board for more
than 20 years. The NC believes that due to his strength of character, experience and knowledge, Mr Tom Yee Lat
Shing continues to be highly effective as a non-executive lead independent director. He provides objective and rigorous
challenges to, and engages in constructive debate with, the Board and the committees on which he sits. Mr Tom
Yee Lat Shing also brings a wealth of useful and relevant experience both in his position as a non-executive lead
independent director and as the Chairman of the Audit Committee.
Accordingly, the NC has recommended and the Board has endorsed the re-appointment of Mr Tom Yee Lat Shing by
shareholders at the forthcoming AGM.
The NC has also recommended that the following directors be nominated for re-election at the forthcoming AGM:
a)
Mr Liang Yan Feng pursuant to Article 104;
b)
Mr Liu Lian An pursuant to Article 98; and
c)
Mr Er Kwong Wah pursuant to Article 98.
In making the recommendation, the NC has considered the directors’ overall contributions and performance. The
Board recommends the shareholders to approve the re-election of the said directors. The details of the proposed
resolutions are stipulated in the Notice of AGM.
Corporate
Governance
Corporate Governance and Transparency
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