Criteria for Board Membership
Candidates for the Board are selected for their character, judgement, business experience and acumen. Scientific expertise, prior government service and familiarity with national and international issues affecting business will also be relevant criteria for consideration (CCG 2005, Guideline 2.4). In the selection and appointment of new directors to the Board, the Nominating Committee will evaluate the capabilities of the nominated new director taking into consideration his academic and professional qualifications, experience and where applicable, his shareholding in the Company and its subsidiaries as well as consider how such nominated new director will fit in the overall competent matrix of the Board before making its recommendation to the Board (CCG 2005, Guideline 4.5).
Where a director has multiple board representations, the Nominating Committee will evaluate whether or not a director is able to and has been adequately carrying out his duties as director of the Company (CCG 2005, Guideline 4.4). Final approval of a candidate is determined by the Board. New directors may be appointed by way of a Board resolution upon the recommendation of the Nominating Committee but such directors shall submit themselves for re-election at the next AGM.
The Articles of Association of the Company provide that at each AGM of the Company, one-third of the directors, including the Managing Director, shall retire from office by rotation provided always that every director, including a managing director, shall retire from office at least once in every three years (CCG 2005, Guideline 4.2). The selection of directors to retire is on the basis of those who have been longest in office since their last election and as between directors of equal seniority, the directors to retire shall be selected from among them by agreement or, in the absence thereof, by lot. A retiring director is eligible for re-election by shareholders of the Company at the AGM.
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