20
JUMBO GROUP LIMITED
Corporate Governance
Report
Board Membership
Principle 4: There should be a formal and transparent process for the appointment and reappointment of Directors to the Board.
Nominating Committee
The NC is chaired by Dr. Lim Boh Soon and comprises Mr. Ang Kiam Meng, Mr. Tan Cher Liang, and Mr. Richard Tan Kheng Swee. The majority of
the NC members, including the Chairman of the NC, are Independent Directors.
The NC holds at least one (1) meeting in each financial year. The principal functions of the NC in accordance with its written terms of reference
are as follows:
reviewing, assessing and recommending the appointment of new Directors and the re-appointment or re-election of Directors, taking into
consideration each Director’s contribution, performance and ability to commit sufficient time, resource and attention to the affairs of the
Group, and each Director’s respective commitment(s) outside the Group;
determining annually, as and when circumstances require, whether or not a Director is independent;
developing a process for evaluating the effectiveness of the Board as a whole and its committees, and for assessing the contribution of
each Director to the effectiveness of the Board;
reviewing the Board structure, size and composition having regard to the scope and nature of the operations, the requirements of the
business, the diversity of skills, experience, gender, knowledge of the Group and core competencies of the Directors as a group, so as to
enable the Board to function competently and efficiently;
reviewing succession plans for the Directors, in particular, the CEO and Executive Chairman;
recommending to the Board the induction training programmes for new Directors and reviewing the training and professional
development programmes for the Board; and
determining and recommending to the Board the maximum number of listed company board representations which any Director may hold
and disclosing this in the Annual Report.
The date of appointment of each Director is set out below. For the profiles of the Directors, please refer to the section entitled “Board of Directors”
of this Annual Report. In addition, information on each Director’s shareholding in the Company, if any, is set out in the section entitled “Directors’
Statement” of this Annual Report.
Name of Director
Date of appointment
Mr. Ang Kiam Meng
4 February 2015
Mdm. Tan Yong Chuan, Jacqueline
4 February 2015
Mrs. Christina Kong Chwee Huan
22 October 2015
Mr. Tan Cher Liang
22 October 2015
Dr. Lim Boh Soon
22 October 2015
Mr. Richard Tan Kheng Swee
22 October 2015
Directors’ Commitments
The NC considers whether a Director is able to and has been adequately carrying out his duties as a Director of the Company, taking into
consideration,
inter alia
, the Director’s number of listed company board representations and other principal commitments
2
. In addition, the NC will
also take into consideration,
inter alia
, a qualitative assessment of each Director’s contributions as well as any other relevant time commitments.
The Board is of the view that at present, it would not be meaningful to define the maximum number of listed company directorships which any
Director may hold, and has instead tasked the NC to review if a Director with multiple board representations is devoting sufficient time and
attention to the affairs of the Group. The NC is satisfied that sufficient time and attention is being given by each of the Directors to the affairs of
the Group, notwithstanding that some of the Directors have multiple board representations.
2
The term “
principal commitments
” includes all commitments which involve significant time commitment such as full-time occupation, consultancy work,
committee work, non-listed company board representations and directorships and involvement in non-profit organisations.
