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ANNUAL REPORT 2013
CORPORATE GOVERNANCE REPORT
NOMINATION COMMITTEE - PRINCIPLES 4 & 5
The Nomination Committee comprises Mr. Wong Kwan Seng, Robert (as Chairman), Mr. Jovenal R. Santiago, Mr. Tse Pui
Kee, Albert (resigned, to be effective June 28, 2013) and Mr. Iu Po Chan (appointed, to be effective June 28, 2013). All
members of the Nomination Committee are independent directors.
The Nomination Committee performs the following functions:
a) Reviewing and making recommendations to the Board on all candidates nominated for appointment to the Board;
b) Reviewing all candidates nominated for appointment as senior management staff;
c) Reviewing and recommending to the Board on an annual basis, the Board structure, size and composition, taking
into account the balance between executive and non-executive, independent and non-independent directors and
having regard at all times to the principles of corporate governance under the Code;
d) Identifying and making recommendations to the Board as to the directors who are to retire by rotation and to be put
forward for re-election at each Annual General Meeting of the Company, having regard to the directors’ contribution
and performance, including independent directors;
e) Determining whether a director is independent (taking into account the circumstances set out in the Code and other
salient factors); and
f) Proposing a set of objective performance criteria to the Board for approval and implementation, to evaluate the
effectiveness of the Board as a whole and the contribution of each director to the effectiveness of the Board.
The Nomination Committee meets at least once a year and additional meetings are held whenever necessary.
Matters requiring approval of the Nomination Committee may also be approved by resolutions in writing. Pursuant to the
Company’s Bye-laws, one third of the directors for the time being are required to retire by rotation in each Annual General
Meeting and a newly appointed director must retire and be eligible for re-election at the next Annual General Meeting
following his appointment. The Nomination Committee recommended to the Board that Mr. Hon Kar Chun, Mr. Iu Po
Chan and Mr. Wong Kwan Seng, Robert be nominated for reappointment at the forthcoming Annual General Meeting.
In making the recommendation, the Nomination Committee had considered the directors’ overall contribution and
performance.