Cordlife Group Limited - Annual Report 2016 - page 35

Cordlife Group Limited
Annual Report 2016
33
Corporate
Governance Report
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 all those Directors who had expressed their wish to be re-elected at the forthcoming AGM. The
Board has concurred with the NC’s recommendation.
Each member of the NC had abstained 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 22 to 24 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.
The evaluation of the Board’s performance as a whole deals with matters on Board composition, information flow to
the Board, Board procedures and Board accountability. Factors such as the structure, size and processes of the Board
and the Board’s access to information, management and the effectiveness of the Board’s oversight of the Company’s
performance are applied to evaluate the performance of the Board as a whole. The evaluation of the performance
of an individual director deals with matters on an individual director’s attendance at meetings, observance of the
individual director’s duties towards the Company and the individual director’s know-how and interaction with fellow
directors.
As part of the evaluation process, each Director completes an evaluation form, which is then returned to the Company
Secretary on a private and confidential basis for compilation of average scores. The compiled results are then
tabulated and tabled at the NC meeting for NC’s review. The Chairman of the NC will then present the findings and
recommendations of the NC to the Board.
The evaluation of Board performance is conducted annually to identify areas of improvement and as a form of good
Board management practice. The last performance evaluation was conducted in August 2016 and the results have
been presented to the NC for discussion. The newly appointed Directors, namely Mr Gary Xie Guojun, Mr Ho Han
Siong Christopher, Mr Chen Bing Chuen Albert, Ms Wang Taiyang, Mr Hu Minglie and Ms Tan Poh Lan were excluded
from the performance evaluation for FY2016 as they were on the Board for less than three months in FY2016. Dr Wong
Chiang Yin was also excluded as he was appointed after the financial year has ended.
In FY2016, the Company also engaged a consultancy firm to review the Board’s effectiveness. The review was
conducted using questionnaires tailored to the Company’s needs, with the scores tabulated and anonymised
before submission to the NC. In addition, the NC is also satisfied that sufficient time and attention has been given
by the Directors to the affairs of the Company, notwithstanding that some of the directors have multiple board
representations. Based on the internal and external assessment, the NC is satisfied that the Board has been effective
as a whole and that each and every Director has contributed to the effective functioning of the Board and the Board
Committees.
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