32
Cordlife Group Limited
Annual Report 2016
Corporate
Governance Report
The functions of the NC include, amongst others:
1.
reviewing and recommending (i) the Board succession plans of the Directors and the nomination for the re-
election of Directors, including the Independent Directors, having regard to each Director’s contribution and
performance, taking into consideration each Director’s contribution and performance at Board meetings,
including attendance and participation; (ii) the development of a process for evaluation of the performance
of the Board, the Board Committees and individual Directors; and (iii) the review of training and professional
development programmes for the Board;
2.
ensuring that all Directors submit themselves for re-election at regular intervals;
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, 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
Constitution, 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 Constitution, 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.
The following Directors were appointed subsequent to the Company’s last AGM held on 16 October 2015:
(i)
Chen Bing Chuen Albert;
(ii)
Wang Taiyang;
(iii)
Hu Minglie;
(iv)
Dr Wong Chiang Yin; and
(v)
Tan Poh Lan.
Pursuant to Article 100 of the Company’s Constitution, they will have to vacate their office at the close of the
forthcoming AGM. Being eligible, they have offered themselves for re-election, except for Ms Tan Poh Lan who had
expressed her wish to retire at the AGM.
In accordance with Article 94 of the Company’s Constitution, Dr Ho Choon Hou and Dr Goh Jin Hian shall retire by
rotation at the Company’s forthcoming AGM. Being eligible, both of them had offered themselves for re-election.
