ANNUAL REPORT 2015
21
Corporate Governance
Report
Process for Nomination and Selection of New Directors
Pursuant to the listing of the Company on the Catalist of the SGX-ST on 9 November 2015, it will adopt a comprehensive and detailed process
in the selection of new Directors. Candidates will be first sourced through an extensive network of contacts and selected based on,
inter alia
,
the needs of the Group and the relevant expertise required. When necessary, the NC may seek the help of external consultant(s) in the search
process. In selecting suitable candidates, the Board, in consultation with the NC, will consider the Group’s strategic goals, business direction
and needs. The Board will also consider gender diversity requirements in seeking any new appointment to the Board. The NC will conduct
interviews with the candidates, and nominate the candidate deemed most suitable for appointment to the Board.
Process for Re-nomination and Re-election of Directors
In recommending a Director for re-election to the Board, the NC considers,
inter alia
, his/her performance and contributions to the Board
(including attendance and participation at meetings, and time and effort accorded to the Group’s business and affairs). All Directors submit
themselves for re-nomination and re-election at regular intervals and at least once every three (3) years. Pursuant to Article 89 of the Company’s
Articles of Association, one-third of the Board is to retire from office by rotation and be subject to re-election at the AGM. In addition, Article 88 of
the Company’s Articles of Association provides that a newly appointed Director must retire and submit himself or herself for re-election at the next
AGM following his or her appointment. Thereafter, he/she is subject to be re-elected at least once every three (3) years.
Board Performance
Principle 5: There should be a formal annual assessment of the effectiveness of the Board as a whole and its Board committees and
the contribution by each Director to the effectiveness of the Board.
Board Evaluation Process
The NC assesses and discusses the performance of the Board as a whole and its Board committees on an annual basis. As the Company was
recently listed on the Catalist of the SGX-ST on 9 November 2015, it is currently in the process of developing a confidential questionnaire to be
completed individually by each Director, with the responses to be presented to the NC for review, following which the NC will recommend to the
Board key areas for improvement and follow-up actions.
Each Director will evaluate the performance of the Board taking into account a set of performance criteria which includes,
inter alia
, Board
composition and size, shareholders’ access to information, Board processes, Board effectiveness, Board standards of conduct and financial
performance indicators. The Board is of the view that this set of performance criteria allows for appropriate comparison and addresses how the
Directors have enhanced long-term shareholders’ value.
Individual Director Evaluation
As the Company was listed on the Catalist of the SGX-ST on 9 November 2015, there will be an assessment conducted by the NC of each
Director’s contribution to the effectiveness of the Board for the financial year ending 30 September 2016. In evaluating the contribution by each
Director, various factors will be taken into consideration, including individual performance of principal functions and fiduciary duties, attendance
and participation in meetings and commitment of time to Director’s duties. The NC will also consider other contributions by a Director such
as providing objective perspectives on issues, facilitating business opportunities and strategic relationships, and the Director’s accessibility to
management outside of formal Board and/or Board committees meetings. The performance of each Director will be taken into account in re-
election or re-appointment.
Access to Information
Principle 6: In order to fulfil their responsibilities, Directors should be provided with complete, adequate and timely information
prior to Board meetings and on an on-going basis so as to enable them to make informed decisions to discharge their duties and
responsibilities.
The Company makes available to all Directors the Group’s quarterly management accounts and other financial statements, budgets and forecasts,
together with other relevant information. In addition, management will inform and/or update the Board of any significant issues and/or matters on
a timely basis. The Directors can also seek detailed information from management regarding,
inter alia
, the Group’s management accounts, where
necessary. Detailed board papers are provided to the Directors before the scheduled meetings so as to enable them to make informed decisions.
In respect of budgets, any material variance between the projections and actual results is reviewed by the Board, with management providing
explanations and further details as required.
At each quarterly Board meeting, the Company’s Executive Directors and management brief the Independent Directors on the state of the Group’s
business, finance and risks. The Independent Directors are also briefed on key developments in the F&B industry both locally and overseas, where
appropriate.
