HG Metal Manufacturing Ltd - Annual Report 2014 - page 22

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HG METAL MANUFACTURING LIMITED
ANNUAL REPORT 2014
CORPORATE
GOVERNANCE
1.6 Board Composition and Guidance
Principle 2: There should be a strong and independent element on the Board, which is able
to exercise objective judgement on corporate affairs independently, in particular, from
management and 10% shareholders. No individual or small group of individuals should be
allowed to dominate the Board’s decision making.
All directors exercise independent judgements and make decisions objectively in the best interest of
the Company. The assessment criteria in the Chairman’s assessment of directors include intensity
of participation at meetings, quality of interventions and special contribution.
The Board comprises members with diverse expertise and experience in the steel, finance and
business industries.
As of the date of this report, the Board comprises the following directors:
EXECUTIVE DIRECTOR
Mr Foo Sey Liang (Executive Director)
NON-EXECUTIVE AND NON-INDEPENDENT DIRECTORS
Mr Ching Chiat Kwong (Non-Executive and Non-Independent Chairman)
Mr Low See Ching (Non-Executive Director)
Mr Teo Yi-Dar (Non-Executive Director)
INDEPENDENT NON-EXECUTIVE DIRECTORS
Mr Kesavan Nair
Mr Ng Weng Sui Harry
The profiles of the Board are set out in pages 13-15 of the Annual Report.
The composition of the Board is determined in accordance with the following principles:
to form a strong independent element on the Board, it should comprise at least one-third of
non-executive independent directors;
the Board should have enough directors to serve on various committees of the Board
without over-burdening the directors or making it difficult for them to fully discharge their
responsibilities;
the Board should comprise directors with a broad range of competencies and expertise both
nationally and internationally; and
directors appointed by the Board are subject to election by shareholders at the following
Annual General Meeting (“AGM”) and thereafter, directors are subject to re-election according
to the provisions in the Articles of Association of the Company. Article 89 of the Articles of
Association of the Company states that one third of the directors shall retire from office by
rotation with the exception of the director holding office as Managing Director.
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