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HG METAL MANUFACTURING LIMITED
ANNUAL REPORT 2014
CORPORATE
GOVERNANCE
When a vacancy exists, through whatever cause, or where it is considered that the Board would
benefit from the services of a new director with particular skills and knowledge, the NC, in consultation
with the Board, determines the selection criteria for the position based on the skills and knowledge
deemed necessary for the Board to best carry out its responsibilities. Candidates may be suggested
by directors or management or sourced from external sources. The NC will interview the candidates
and assess them based on objective criteria approved by the Board such as integrity, independent
mindedness, possession of the relevant skills required or skills needed to complement the existing
board members, ability to commit the time and effort to carry out his responsibilities, good decision
making track record, relevant experience and financial literacy. The NC will make a recommendation
to the Board on the appointment. The Board then appoints the most suitable candidate who must
stand for election at the next AGM of shareholders.
The NC meets at least once a year. The Company’s Articles of Association provide that, at each
AGM, one-third of the directors for the time being (or, if their number is not a multiple of three, the
number nearest to but not less than one- third) shall retire from office by rotation. A retiring director
is eligible for re-election by the shareholders of the Company at the AGM, and prior to nominating
a retiring director for re-election, the NC will evaluate the director’s contribution and performance
taking into consideration factors such as attendance, preparedness, participation and candour.
Notwithstanding that some of the directors have multiple board representations, the Board is satisfied
that each director is able to and has been adequately carrying out his duties as a director of the
Company. As such, the Board does not propose to set the maximum number of listed company board
representations which directors may hold until such need arises. The NC would continue to review
from time to time the board representations of each director to ensure that the directors continue to
meet the demands of the Group and are able to discharge their duties adequately.
Key information regarding the directors and information on shareholdings in the Company held by
each director are set out in the Board of Directors and Directors’ Report sections of this annual report.
1.10 Board Performance
Principle 5: There should be a formal annual assessment of the effectiveness of the Board as
a whole and its board committees and the contribution by each director to the effectiveness
of the Board.
We believe that Board performance is ultimately reflected in the performance of the Group and the
Company. The Board should ensure compliance with applicable laws and board members should act
in good faith, with due diligence and care in the best interests of the Group and the shareholders.
In addition to these fiduciary duties, the Board is charged with two key responsibilities of setting
strategic direction and ensuring that the Group is ably led. The Board, through the delegation of its
authority to the NC, will review the Board’s composition annually to ensure that the Board has the
appropriate mix of expertise and experience to lead the Group.
