Annual Report 2012 - singapore land limited

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Singapore Land Limited - Annual Report 2012
CORPORATE GOVERNANCE REPORT
BOARD MEMBERSHIP
Nominating Committee
The NC comprises fi ve Directors, namely, M/s Hwang Soo Jin (Chairman), Wee Cho Yaw, James L. Go, Roberto R.
Romulo and Yang Soo Suan (appointed on 27 April 2012), of whom three, including the Chairman are independent.
The main Terms of Reference of the NC are: (a) reviewing the Board’s succession plans for Directors, in particular, the
Chairman and CEO; (b) developing the process for the evaluation of the performance of the Board, its Board Committees
and Directors; (c) reviewing the training and professional development programmes for the Board; (d) recommending all
new Board appointments and re-appointments to the Board; (e) reviewing skills required by the Board; (f) reviewing the
size of the Board; (g) determining annually the independence of each Director, and ensuring that independent directors
form one-third of the Board; (h) deciding whether a Director with multiple Board representations is able to and has
been adequately carrying out his duties as a Director; (i) deciding how the performance of the Board, its Committees
and Directors may be evaluated and proposing objective performance criteria to assess the effectiveness of the Board
and Board Committees as a whole and the contribution of each Director; and (j) carrying out annual assessment of the
effectiveness of the Board, its Board Committees and individual Directors.
In the nomination and selection process for a new Director, the NC identifi es key attributes of an incoming Director based
on the requirements of the Group and recommends to the Board the appointment of the new Director. The NC conducts
a yearly review of the re-appointment of Directors. The Directors submit themselves for re-election on regular intervals
of at least once every three years in accordance with the Articles. In its deliberations on the re-appointment of existing
Directors, the NC takes into consideration the Director’s contribution and performance.
Directors are given opportunities to attend courses and talks on corporate governance and other matters relevant to the
business of the Company.
The external auditor would brief the AC members of changes to the accounting standards and of issues which have a
direct impact on fi nancial statements.
The NC is also responsible for determining annually, the independence of Directors. The NC assessed M/s Hwang
Soo Jin, Roberto R. Romulo, Alvin Yeo Khirn Hai and Yang Soo Suan to be independent directors as they have acted
independently and objectively at all times in the interest of the Company and its shareholders. The NC scrutinised in
particular the independence of Mr Alvin Yeo Khirn Hai (11 years), Mr Hwang Soo Jin (10 years) and Mr Roberto R. Romulo
(10 years) who have served more than nine years each. The NC is satisfi ed that their long service has not compromised
their ability to exercise independent business judgement.
The NC further noted that Mr Alvin Yeo Khirn Hai is a partner of WongPartnership LLP, which has provided legal services
to the Company and its subsidiaries for the year 2012, for total fees of below $200,000. The NC was informed that Mr
Yeo was not involved in providing the legal services and did not involve himself in the selection or appointment of legal
counsel by the Company.
The NC considered the multiple board representations of the Directors and is satisfi ed that notwithstanding their multiple
directorships, each Director has been able to commit time and effort to the affairs of the Company. A Director who
is unable to attend meetings in person may give his views, if any, in writing to the Chairman of the Board and/or
Board Committee.