notes to the financial statements - Far East Orchard Limited

Corporate Governance Statement
as at 27 March 2009
PRINCIPLE 4
There should be a formal and transparent process for the appointment of new directors to the Board.
The Nominating Committee was established on 25 March 2002. It comprises three directors, of whom two are
independent. Mr. Hin Hoo Sing, an independent director, chairs the Committee. The other members are Mr. Philip Ng
Chee Tat and Mr. Heng Chiang Meng. Mr. Heng is also an independent director.
The Nominating Committee adopted its written terms of reference on 5 November 2002. It will make recommendations
to the Board on all board committee appointments, assess the effectiveness of the Board as a whole and review
and recommend the appointment of key executives. The Committee also determines annually the independence
of each director of the Board and decides whether directors who hold multiple directorships are able to adequately
carry out his or her duties as a director of the Company. After due consideration, the Nominating Committee decided
not to impose guidelines on competing time commitments as it was felt that this would be too inflexible. Instead, the
Committee would make assessments based on directors’ declarations made annually and from time to time.
The Company’s Articles of Association require one-third, or the number nearest one-third, of the directors, including the
person holding the office of Managing Director (or any equivalent appointment however described), which is presently
vacant, to retire from office. The directors to retire every year are those who have been longest in office since their
last election or appointment. In addition, a newly appointed director will hold office only until the next annual general
meeting at which he will be eligible for re-election.
Key information regarding the Directors, including their academic and professional qualifications, is found in the
Directors’ Profile in this annual report.
PRINCIPLE 5
There should be a formal assessment of the effectiveness of the Board as a whole and the contribution by each director
to the effectiveness of the Board.
The responsibilities of the Nominating Committee also include assessing annually the independence of directors and
evaluating the performance of the Board and the Chairman of the Board based on a set of criteria. The assessment
criteria include the Board’s performance against established performance objectives, contribution to ensuring effective
risk management, response to problems and crisis, and adequacy of Board and committees’ meetings held to enable
proper consideration of issues.
The Committee is of the opinion that the Company’s share price and some other financial indicators listed in the Code
may not always be truly reflective of the directors’ or the Company’s performances. Thus the Committee prefers to
assess the Board and its members on broader bases.
ORCHARD PARADE HOLDINGS LIMITED ANNUAL REPORT 2008 11