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 to the Board;
•
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.
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,
track record of good-decision making, relevant experience and financial literacy. The NC will make
a recommendation to the Board on the appointment and the Board then appoints the most suitable
candidate who must stand for election at the next AGM of shareholders.
23
HG METAL MANUFACTURING LIMITED
ANNUAL REPORT 2015
CORPORATE
GOVERNANCE
