SINGAPORE MYANMAR INVESTCO LIMITED
| Annual Report 2016
27
CORPORATE GOVERNANCE
REPORT
The NC has reviewed and recommended the re-election of the following Directors who will be retiring pursuant to the
Company’s Constitution at the forthcoming AGM to be held on 26 July 2016:
Mr Fong Sing Chak Jack (retiring pursuant to Article 91)
Mr Wee Sung Leng (retiring pursuant to Article 91)
The Board has accepted the recommendations and the retiring Directors will be offering themselves for re-election at the
forthcoming AGM.
The NC also assessed and reviewed the independence of the Independent Directors, namely Mr Wong Yen Siang, Mr
Wee Sung Leng and Mr Fong Sing Chak Jack based on the new guidelines set out in the Code. The Board, with the
concurrence of the NC, concludes that Mr Wong Yen Siang and Mr Wee Sung Leng remain independent. Having reviewed
and considered Mr Fong Sing Chak Jack’s disclosures, past contributions and track record, he has been re-designated as
Non-Executive and Independent Director.
The information relating to the date of last election of the Directors are set out under ‘Principle 2’ on page 23.
Key information regarding the Directors are set out under the section of ‘Board of Directors’ on pages 16 to 17 of this
Annual Report.
Principle 5: Board Performance
The Board has implemented a process carried out by the NC for assessing the performance and effectiveness of the Board
as a whole, its board committees and the contribution by each director to the effectiveness of the Board on an annual
basis.
During FY2016, the Board engaged the Company Secretary to facilitate the evaluation of the Board and board
committees, as well as the contributions by each Director.
The Board believes that such arrangement not only encourages Directors to be more candid in their evaluation of the
Board performance but also enhances the objectivity and transparency of the evaluation process.
Evaluation process
The NC Chairman, in conjunction with the Chairman of the Board, conducts an annual assessment of the effectiveness of
the Board as a whole, effectiveness of its board committees and the contribution by each individual Director. There are
three components to this assessment:
a.
Self assessment;
b.
Board assessment; and
c.
Peer evaluations.
The performance evaluation process begins with an annual meeting between the NC Chairman and the Company
Secretary on the evaluation framework to ensure that areas of particular interest and key issues are focused on.
The Company Secretary sends out a customized Board Evaluation Questionnaire (“Questionnaire”) to each Director for
completion. Each Director is required to complete the Questionnaire and send the Questionnaire directly to the Company
Secretary. Based on the returns from each of the Director, the Company Secretary prepares a consolidated report and
briefs the NC Chairman and the Chairman of the Board on the report. Thereafter, the Company Secretary presents the
report for discussion at a meeting with all the Directors, chaired by the NC Chairman. The NC Chairman then holds a
discussion with all Directors to agree on future action plans.
The performance of individual Directors is taken into account in their re-appointment. Specific needs which arise from time
to time are taken into account in any appointment of new directors and review of the Board’s performance is carried out
collectively by the Board on an annual basis. For Board assessment, it is based on factors such as the Board’s structure,
size, conduct of meetings, corporate strategy and planning, risk management and internal controls, measuring and
monitoring performance and financial reporting. In the case of individual assessments, each Director is evaluated based
on factors which include the Director’s attendance, adequacy of preparation for meetings, participation in discussions as
well as industry and business knowledge.
