37
CORDLIFE GROUP LIMITED
| ANNUAL REPORT 2015
CORPORATE GOVERNANCE REPORT
3.
determining annually, and as and when circumstances require, whether or not a Director is independent in
accordance with Principle 2 of the Code and any other salient factors;
4.
deciding whether or not a Director is able to and has been adequately carrying out his or her duties as a
Director of the Company; and
5.
reviewing and approving any nominations for the appointment to the Board including the disclosure of the
search and nomination process.
The NC has in place a process for selection and appointment of new Directors. The need for the appointment of
new Directors is identified in areas where additional expertise and skills will add to the effectiveness and diversity
of attributes of the current Board. The NC then identifies potential candidates through engaging of professional
firms and recommendations by Directors, the Management and shareholders. The NC assesses the suitability of the
potential candidates by evaluating the candidates’ skills and knowledge. The required level of commitment and other
information about the Company and the Board are communicated to the candidates to allow candidates to make an
informed decision. The NC will then recommend its selected candidate to the Board for approval of the appointment.
The Directors do not currently have a fixed term of office. Pursuant to Articles 94 and 95 of the Company’s Articles
of Association, every Director is required to retire from office once every three years. One-third of Directors who
have served the longest since their most recent election (or, if their number is not a multiple of three, the number
nearest to but not less than one-third) must retire from office. In accordance with Article 100 of the Company’s
Articles of Association, the Directors who were newly appointed by the Board since the last AGM will have to retire
at the forthcoming AGM. The retiring Directors are eligible to offer themselves for re-election.
Pursuant to the Company’s Articles of Association, Mr Yee Pinh Jeremy and Mr Ho Sheng will retire at the forthcoming
AGM. In this regard, the NC, having considered the attendance and participation of the Directors at the Board and
Board committee meetings, in particular, their contribution to the business and operations of the Company, has
recommended the re-election of Mr Yee Pinh Jeremy and Mr Ho Sheng at the forthcoming AGM. The retiring Directors,
being eligible, have offered themselves for re-election. The Board has concurred with the NC’s recommendation.
Each member of the NC shall abstain from voting on any resolutions and making any recommendations and/or
participating in any deliberations of the NC in respect of his or her re-election as Director.
The NC has not fixed a maximum number of listed company board representation which the Directors can hold
as the NC is of the opinion that the Directors are able to manage their commitment to their respective board
representations, and each Director’s performance is also evaluated on the basis of time and commitment given to
the Board. The NC is satisfied that sufficient time and attention are being given by the Directors to the affairs of the
Group, notwithstanding that some of the Directors have multiple board representations.
The profile of the Directors, detailing their qualification, directorships in other listed companies, their appointment to
the Board of the Company and the date of their last re-election can be found on pages 24 to 27 of this Annual Report.
Principle 5: Board Performance
The Board acknowledges the importance of a formal assessment of Board performance. It has adopted a formal
system of evaluating Board performance with the use of evaluation forms to assess the effectiveness of the Board
and Board Committees and the contribution by each Director. All Directors are required to complete the evaluation
questionnaire annually.
