CORPORATE GOVERNANCE STATEMENT
YEAR ENDED 31 DECEMBER 2015
(d)
where the appointment of an alternate Director to a Director is proposed, determining whether the alternate Director is familiar
with the Company’s affairs, appropriately qualified and (in the case of an alternate Director to an independent Director) whether
the alternate Director would similarly qualify as an independent Director, and providing its views to the Board in relation thereto
for the Board’s consideration;
(e)
making recommendations to the Board on relevant matters relating to:
(i)
the review of board succession plans for Directors, in particular, the Chairman and for the CEO;
(ii)
the development of a process for evaluation of the performance of the Board, its Board Committees and Directors;
(iii)
the review of training and professional development programs for the Board; and
(iv)
the appointment and re-appointment of Directors (including alternate Directors, if applicable);
(f)
proposing objective performance criteria for evaluation of the Board’s performance as a whole which allows for comparison with
industry peers and address how the Board has enhanced long-term shareholder value;
(g)
carrying out, at least annually, a formal assessment of the performance and effectiveness of the Board as a whole and its Board
Committees and (if applicable) the contributions of individual Directors to the effectiveness of the Board, based on the process
implemented by the Board; and
(h)
based on the results of the performance evaluation, providing its views and recommendations to the Board, including any
appointment of new members.
The Nominating Committee has recently recommended and the Board has adopted a policy that a Director should not have in aggregate
more than six (6) listed company Board representations so as to be able to devote sufficient time and attention to the affairs of the
Company. None of the Directors exceed this limit. In the view of the Nominating Committee, the Directors have demonstrated their
commitment and effectiveness in discharging their duties and responsibilities and avoiding actual or potential conflicts of interest. The
Nominating Committee, in assessing the performance of each individual Director, considers whether sufficient time and attention has
been given by the Director to the affairs of the Company. It also has regard to the Director’s other Board memberships and commitments.
The Nominating Committee is satisfied that all Directors have discharged their duties adequately for FY2015.
All new appointments and selection of Directors are reviewed and proposed by the Nominating Committee. The Nominating Committee
will first identify the knowledge, skills, experience and background of the candidate being considered for appointment to the Board.
Suitable candidates for Board membership are then identified through,
inter alia
, recommendations from current Board members,
searches conducted by external search consultants or the Singapore Institute of Directors and other referrals. The Nominating Committee
and the Board will interview short-listed candidates before discussing and approving the final appointment. For existing Directors who
retire and stand for re-election, based on the evaluation of these Directors, the Nominating Committee will make recommendations for
the re-nomination of such Directors.
All Directors (including Managing Directors and executive Directors) are subject to retirement in accordance with the provisions of the
Company’s Constitution whereby one-third of the Directors (or if their number is not three or a multiple of three, the number nearest to
but not less than one-third) are required to retire from office by rotation and subject themselves to re-election by shareholders at every
annual general meeting of the Company.
After assessing the contribution and performance of the retiring Directors, the Nominating Committee has recommended the re-election
of Mr Cheong Pin Chuan and Mr Chow Yew Hon, who will be retiring by rotation at the forthcoming annual general meeting under Article
104 of the Company’s Constitution. Mr Cheong Pin Chuan and Mr Chow Yew Hon have offered themselves for re-election and the Board
has accepted the recommendations of the Nominating Committee.
Mr Chow Yew Hon will, upon re-election as a Director, remain as the lead independent Director, Chairman of the Remuneration Committee
and a member of the Audit and Risk Management Committee and the Nominating Committee.
HONG FOK CORPORATION LIMITED
ANNUAL REPORT 2015
12
