TELECHOICE INTERNATIONAL LIMITED
ANNUAL REPORT 2014
30
CORPORATE
GOVERNANCE
Our NC’s responsibilities include:
a.
recommendations to the Board on the selection, appointment and re-appointment of the Company’s Directors;
b.
determining the independence of a Director on an annual basis;
c.
deciding how the Board’s performance and the performance of the Chairman, Board committees and each
individual Directors are to be evaluated;
d.
recommendations to the Board on the review of board succession plans for Directors and the President; and
e.
recommendations to the Board on training and professional development programs for the Board.
Our Articles of Association require one-third of our Directors to retire and subject themselves to re-election by
shareholders at every annual general meeting (“
AGM
”) (“
one-third rotation rule
”). In other words, no Director stays
in office for more than three years without being re-elected by our shareholders.
In addition, a newly-appointed Director is required to submit himself for retirement and re-election at the AGM
immediately following his appointment. Thereafter, he is subject to the one-third rotation rule. Directors who are more
than 70 years of age have to be re-appointed at each AGM under the Companies Act, Cap. 50.
Principle 5: Board Performance
We believe that Board performance is ultimately reflected in our business performance. Our Board should ensure
compliance with applicable laws and all Board members should act in good faith, with due diligence and care, in our
best interests and the best interests of our shareholders.
Our Board, through the delegation of its authority to the NC, has used its best efforts to ensure that our Directors are
equipped with the necessary background, experience and expertise in technology, business, finance and management
skills to make valuable contributions and that each Director brings to our Board an independent and objective
perspective to enable balanced and well-considered decisions to be made.
Our NC has implemented a framework for assessing Board performance, and undertakes regular reviews of the
performance of our Board, our Chairman, our committees and each individual Director, with inputs from our other
Board members. The results of the Board appraisal exercise, which is conducted at least once annually, are circulated
to all Directors for information and feedback. The information gleaned from the completed Board appraisal exercise(s)
are taken into consideration by the NC, in determining whether there are any changes needed to the appraisal system,
prior to the commencement of the next Board appraisal cycle. In addition, our NC also reviews the performance of
Directors who hold multiple board representations and has established a guideline that (a) a Director holding a full time
position should not be a Director of more than four listed companies; and (b) a “professional” Director should not be
a Director of more than six listed companies. However, the NC has the discretion to deviate from this guideline on a
case-by-case assessment.
As at 31 December 2014, three of our five Independent Directors, namely Bertie Cheng, Yap Boh Pin and Yen Se-Hua
Stewart, had served on our Board for more than nine years. Bertie Cheng, Yap Boh Pin and Yen Se-Hua Stewart have
continued to demonstrate independent mindedness and conduct, including expressing their own views on issues and
challenging Management. Each of these Independent Directors (as well as Tang Yew Kay Jackson and Ronald Seah
Lim Siang) has declared their independence and has no relationship with Management that could adversely impinge
on their independence in the discharge of their duties as Directors on our Board. After due and careful rigorous review,
our Board is of the view that Bertie Cheng, Yap Boh Pin and Yen Se-Hua Stewart remain independent in their exercise
of Board duties.
