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annual report 2014
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2.
STRENGTHEN COMPOSITION (cont’d)
2.2 Board Committees (Cont’d)
Risk Management Committee
The Risk Management Committee was established during the financial year under review, with the following
composition:
Name
Designation
Ding PengWan
Chairman
Ding PengPeng
Member
Zhu GuoHe
Member
Lin YingYu
Member
The Risk Management Committee is primarily tasked to assist the Board in reviewing the adequacy and
effectiveness of the system of risk management. Further details on the activities of the Risk Management
Committee are set out in the “Statement on Risk Management and Internal Control” section of this Annual
Report.
2.3 Appointment & Re-Election of Directors
The Board as a whole makes decisions on appointment of director, upon recommendation by the Nomination
Committee.
The selection and appointment of suitable candidates for the Board membership are conducted in systematic
manner, which involve the following five (5) nomination procedures:
• Identification/ selection of candidates;
• Evaluation of suitability of candidates;
•
Formal interview with candidates;
• Final deliberation by Nomination Committee; and
• Recommendation to the Board for approval.
Pursuant to the Company’s Bye-Laws (“The Bye-Laws”), one-third (1/3) of the Directors for the time being, or if
their number is not three (3) or a multiple of three (3) then the number nearest to but not less than one-third (1/3),
shall retire from office and shall be eligible for re-election thereat by rotation at each Annual General Meeting
(“AGM”) provided always that all Directors shall retire from office at least once every three (3) years. Directors
who are appointed by the Board shall retire and subject themselves for re-election by the shareholders at the
next AGM held following their appointments.
The Bye-Laws also provides that Directors over the age of seventy (70) years are required to subject themselves
for re-appointment annually.
In the selection process, the Board and the Nomination Committee endeavour to appoint member that can
improve the Board’s overall compositional balance and enhance the Board’s overall effectiveness in discharging
its duties. The selection process is unbiased in respect of race, religion and gender although the Board and
the Nomination Committee are cognisant of the gender diversity recommendation advocated by MCCG 2012.
During the financial year ended 31 December 2014, our Group has three (3) female Executive Directors albeit
there is no female Independent Non-Executive Director.
The Board is satisfied with the mix of skills, experiences, and industry-specific knowledge gained to-date by
the respective Directors and is of the opinion that current Board’s composition is beneficial to the shareholders.
Nevertheless, the Board will remain mindful of the gender diversity guideline when considering future changes
to the Board’s composition.
Statement on Corporate Governance (Cont’d)
