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HG METAL MANUFACTURING LIMITED
ANNUAL REPORT 2014
CORPORATE
GOVERNANCE
The Board has delegated the daily operations of the Group to the Executive Director. The Executive
Director leads the management team and executes the strategic plans in alignment with the strategic
decisions and goals set out by the Board and ensures that the directors are kept updated and
informed of the Group’s businesses.
1.9 Board Membership
Principle 4: There should be a formal and transparent process for the appointment and
re-appointment of directors to the Board.
The Board has delegated to the NC the functions of developing and maintaining a transparent and
formal process for the appointment of new directors, making recommendations for directors who are
due for retirement by rotation to seek re-election at general meeting and determining the independent
status of each director.
As at the date of this report, the NC comprises the following members, the majority of whom
(including the Chairman) are independent:–
Mr Kesavan Nair (Chairman and Independent Director)
Mr Ng Weng Sui Harry (Independent Director)
Mr Low See Ching (Non-Executive Director)
The NC is regulated by its terms of reference and its key functions include:–
•
making recommendations to the Board on new appointments of directors and senior
management;
•
determining orientation programs for new directors and recommending opportunities for the
continuing training of the directors;
•
making recommendations to the Board on the re-nomination of retiring directors standing
for re-election at the Company’s AGM, having regard to the directors’ contribution and
performance (e.g. attendance, preparedness, participation and candour);
•
ensuring that all directors submit themselves for re-nomination and re-election at regular
intervals and at least every three years;
•
determining annually whether or not a director is independent;
•
reviewing the size and composition of the Board with the objective of achieving a balanced
Board in terms of the mix of experience and expertise;
•
reviewing the appointment of immediate family members (spouse, child, adopted child,
step-child, sibling and parent) of any of the Company’s directors or substantial shareholders
to managerial positions in the Company;
•
determining whether a director who has multiple board representations is able to and has
been adequately carrying out his duties as director of the Company;
•
reporting to the Board on its activities and proposals; and
•
carrying out such other duties as may be agreed to by the NC and the Board.
