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TELECHOICE INTERNATIONAL LIMITED
2015 ANNUAL REPORT
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/herself for retirement and re-election at the AGM immediately
following his/her appointment. Thereafter, he/she is subject to the one-third rotation rule.
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 2015, three of our four Independent Directors, namely Bertie Cheng, Yap Boh Pin and Tang Yew Kay Jackson,
had served on our Board for more than nine years. Our NC conducts rigorous review of the independence of our non-executive
directors particularly for those directors who have served on our Board for more than nine years. Our Board takes the view that
the key consideration in ascertaining the effectiveness of a Director’s independence is the ability to exercise independent judgement
with a view to the best interests of the Company. After due and careful rigorous review, our Board is of the view that Bertie Cheng,
Yap Boh Pin and Tang Yew Kay Jackson remain independent in their exercise of Board duties as they have continued to demonstrate
independent mindedness and conduct, including expressing their own views on issues and challenging Management. Each of these
Independent Directors 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.
