Annual Report 2016
27
CORPORATE GOVERNANCE REPORT
APPOINTMENT AND RE-ELECTION OF DIRECTORS
Each of the Executive Directors has entered into a service agreement with the Company for a term of less
than three years. Each of the INEDs has received an appointment letter with the Company for a term of
two years.
All the Directors, including the INEDs, are subject to retirement by rotation and eligible for re-election in
accordance with the Bye-Laws. At each AGM, one-third of the Directors for the time being, or, if their
number is not three or a multiple of three, then the number nearest one-third but not greater than one-
third shall retire from office by rotation provided that the Managing Director shall not, whilst holding
such office, be subject to retirement by rotation or be taken into account in determining the number of
Directors to retire in each year. The Directors to retire in every year will be those who have been the
longest in office since their last election but as between persons who became Directors on the same
day, those to retire shall (unless they otherwise agree between themselves) be determined by lot. Subject
to the Companies Act 1981 of Bermuda and the Bye-Laws, a retiring Director shall be eligible for re-
election at the meeting at which he retires. For good corporate governance and in compliance with
the requirement of the HK CG Code, the Managing Director will voluntarily be subject to retirement by
rotation at least once every three years as well as be taken into account in determining the number of
Directors to retire in each year.
The Bye-Laws further provides that the Company may from time to time in general meeting by ordinary
resolution elect any person to be a Director either to fill a casual vacancy or as an addition to the Board.
Any Director so appointed and any Director appointed by the Board to fill a casual vacancy or as an
additional Director will hold office only until the next following AGM and shall then be eligible for re-
election at the meeting but shall not be taken into account in determining the Directors or the number
of Directors who are to retire by rotation at such meeting. However, the Company will comply with the
HK CG Code that any Director so appointed to fill a casual vacancy will retire and will be eligible for
re-election at the next following general meeting.
All Directors have separate and independent access to senior management and the company secretary
of the Company (the “Company Secretary”). The Company Secretary ensures that minutes of the Board,
Board Committees and general meetings are prepared and kept, and assists the Chairman in ensuring
that Board procedures are followed and reviewed so that the Board functions effectively. Draft and final
versions of minutes of all meetings would be sent to all Board and Board committee members for their
comment and records within a reasonable time after the meetings. The Company Secretary also ensures
that the Bye-Laws and relevant rules and regulations, including requirements of the Companies Act 1981
of Bermuda, the Listing Manual of Singapore Exchange Securities Trading Limited (the “SGX-ST” and the
“SGX-ST Listing Manual”, respectively) and the HK Listing Rules, are complied with. Should Directors,
whether as a group or individually, need independent professional advice in the furtherance of their
duties, the cost of such professional advice will be borne by the Company. The Directors and key officers
of the Group are under appropriate insurance cover on Directors’ and key officers’ liabilities in respect of
their risks arising from the business of the Group.
