WILLAS-ARRAY ELECTRONICS (HOLDINGS) LIMITED
30
CORPORATE GOVERNANCE REPORT
NOMINATION COMMITTEE
– continued
The Nomination Committee meets at least once a year and additional meetings are held whenever
necessary.
During the Year, the Nomination Committee held two meetings and has passed the resolutions
recommending the re-election of Mr. Kwok Chan Cheung as an Executive Director at the 2015 AGM
and nominating him as the Deputy Chairman of the Company following his re-election as an Executive
Director, and recommending the re-election of Mr. Jovenal R. Santiago as an INED and Mr. Leung Hon
Shing as an Executive Director at the 2015 AGM.
The Nomination Committee evaluated the effectiveness of the Board as a whole and each of the Board
committees, based on a set of objective performance criteria, including factors such as its processes
and access to information and management, and oversight of the Company’s performance or its relevant
function. Each Director was also individually assessed by the Nomination Committee having regard to
his contribution to the Board and the relevant Board committees, based on relevant criteria such as his
attendance both at meetings and on an ad hoc basis, his participation and contributions at Board and
Board committee meetings, as well as business and industry knowledge. Executive Directors were also
assessed based on qualitative and quantitative performance criteria, taking into account the profits,
revenue growth and economic value added of the Company. Each member of the Nomination Committee
abstained from making any recommendations and/or participating in any deliberation and voting on any
resolution in respect of the assessment of his own performance or re-appointment as a Director.
The Company recognises and embraces the benefits of diversity of Board members. Therefore, the
Company has established the Board Diversity Policy to ensure that the Board has a balance of skills,
experience and diversity of perspectives appropriate to the requirements of the Company’s business. All
Board appointments will continue to be made on a merit basis with due regard for the benefits of diversity
of the Board members. Selection of candidates will be based on a range of diversity perspectives,
including but not limited to gender, age, cultural and educational background, experience (professional
or otherwise), skills and knowledge. The ultimate decision will be made upon the merits and contribution
that the selected candidates will bring to the Board.
Matters requiring approval of the Nomination Committee may also be approved by resolutions in writing.
Pursuant to the Bye-Laws, one-third of the Directors for the time being are required to retire by rotation
in each AGM and will be eligible for re-election thereat. Accordingly, Mr. Hon Kar Chun, an Executive
Director, Mr. Wong Kwan Seng, Robert, an INED and Mr. Iu Po Chan, Eugene, an INED will retire from
office by rotation at the forthcoming AGM pursuant to Bye-Law 104 of the Bye-Laws and have offered
themselves for re-election. The Nomination Committee has recommended to the Board that the above
three retiring Directors be nominated for re-appointment at the forthcoming AGM. In making these
recommendations, the Nomination Committee has considered the overall contribution and performance
of the said Directors and the independence of Mr. Wong Kwan Seng, Robert and Mr. Iu Po Chan,
Eugene.
