The NC meets at least once a year. The Company’s Constitution provides 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.
A Director who has no relationship with the Company, its related corporation, its 10% shareholders
or its officers that could interfere, or be reasonably perceived to interfere, with the exercise of the
Director’s independent business judgement, is considered to be independent. The NC conducts an
annual review of Directors’ independence based on the guidelines set forth in the Code and is of the
view that Mr Ng Weng Sui Harry and Mr Kesavan Nair are independent.
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’ Statement 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
the strategic direction of the Group 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.
The NC assesses the effectiveness of the Board as a whole and its Board Committees and the
contribution by the Chairman and each individual Director to the effectiveness of the Board on an
annual basis.
24
CORPORATE
GOVERNANCE
HG METAL MANUFACTURING LIMITED
ANNUAL REPORT 2015
