SINGAPORE MYANMAR INVESTCO LIMITED
| Annual Report 2016
26
CORPORATE GOVERNANCE
REPORT
Each Independent Director must also confirm in the Checklist whether he considers himself independent despite not
having any relationships identified in the Code. Thereafter, the NC reviews the Checklist completed by each Independent
Director, assess the independence of the Directors and recommends its assessment to the Board.
The Board, after taking into account the views of the NC, determined that with the exception of Mr Mark Francis
Bedingham and Mr Ho Kwok Wai, all the other three Non-Executive Directors are independent.
Directors’ time commitments and multiple directorships
The NC has adopted internal guidelines addressing competing time commitments that are faced when Directors serve
on multiple boards. The Board does not prescribe a maximum number of listed company board representations which
any director with multiple board representations may hold and in lieu wishes to review the matter on a case by case
basis taking into account the ability and performance of each director in his performance and discharge of duties and
responsibilities.
The NC determines annually whether a Director with multiple board representations and/or other principal commitments is
able to and has been adequately carrying out his duties as a Director of the Company.
The NC takes into account the results of the assessment of the effectiveness of the individual Director and the respective
Directors’ actual conduct on the Board, in making this determination. In respect of FY2016, the NC was of the view that
each Director has discharged his duties adequately.
Process for selection and appointment of new Directors
The NC has put in place a formal process for the selection of new directors to increase transparency of the nomination
process in identifying and evaluating nominees for directors of the Company. The NC leads the process as follows:
a.
NC evaluates the balance, skills, knowledge and experience of the existing Board and the requirements of the
Group. In light of such evaluation, the NC determines the role and the key attributes that an incoming director
should have.
b.
After endorsement by the Board of the key attributes, the NC taps on the resources of directors’ personal contacts
and recommendations of the potential candidates and goes through a short-listing process. If candidates identified
from this process are not suitable, executive recruitment agencies are appointed in the search process.
c.
NC meets with the shortlisted candidate to assess suitability and to ensure that the candidate is aware of the
expectations and the level of commitment required.
d.
NC recommends the most suitable candidate to the Board for appointment as director. They are appointed by way
of Board resolutions of the Company.
Process for re-appointment of Directors
The NC is responsible for re-appointment of Directors. In its deliberations on the re-appointment of existing Directors, the
NC takes into consideration the Director’s contribution and performance (including his contribution and performance as an
Independent Director, if applicable).
All Directors submit themselves for re-nomination and re-appointment at regular intervals of at least once every three
years. Article 91 of the Company’s Constitution provides that one third of the directors shall retire from office by rotation
and be subject to re-appointment at the Company’s annual general meeting (“AGM”).
In addition, Article 97 of the Company’s Constitution provides that a newly appointed director during the financial year
must retire and submit himself for re-appointment at the next AGM following his appointment. Thereafter, he is subject to
be re-appointed at least once every three years.
