Annual Report 2012 - singapore land limited

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10 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.
Singapore Land Limited - Annual Report 2012 11 CORPORATE GOVERNANCE REPORT The Board is of the view, that as different companies have different complexities and directors have different capabilities, it is best to leave each Director to evaluate his own ability to commit time to the Company. For this reason, the Board has not prescribed the maximum number of directorships a Director may hold. The information on independent, executive and non-executive Directors, including the year of initial appointment, last reelection and membership on Board Committees is set out in the section of this Annual Report entitled “Corporate Data”. As alternate directors should be appointed only in exceptional cases and for limited periods only, Mr Patrick O. Ng (alternate director to Mr Lance Y. Gokongwei) and Mr Frederick D. Go (alternate director to Dr John Gokongwei, Jr.) have relinquished their roles with effect from 7 November 2012. BOARD PERFORMANCE With the Board’s approval, the NC has adopted objective performance criteria for assessing the effectiveness of the Board as a whole, the Board Committees and individual directors. In evaluating the Board’s performance as a whole, the NC has adopted the quantitative indicators which include, return on equity, return on assets, economic value added, the Company’s share price performance over a fi ve year period vis-à-vis the Singapore Straits Times Index and a benchmark index of industry peers. In addition, the NC also takes into consideration the qualitative criteria of the effectiveness of the Board in monitoring Management’s performance and the success of Management in achieving strategic and budgetary objectives set by the Board. As part of the yearly assessment of contribution of each Director to the effectiveness of the Board, the Chairmen of the NC and the Board would assess whether each Director has contributed effectively and discharged their duties responsibly. The Board would then be informed of the results of the performance evaluation. The individual Director’s performance criteria is in relation to their industry knowledge and/or functional expertise, contribution and workload requirements, sense of independence and attendance at the Board and Board Committee meetings. A formal assessment of the effectiveness of the Board as a whole and the contribution by each individual Director to the effectiveness of the Board was duly carried out this year on the above basis. ACCESS TO INFORMATION To enable the Board to fulfi l its responsibilities, Directors are provided with complete, adequate and timely information prior to Board and Board Committee meetings and on an on-going basis. Management provides Directors with monthly management accounts. The Company Secretary attends all Board and Board Committee meetings and ensures good information fl ow within the Board and its Committees and between senior Management and non-executive Directors. The Directors have separate and independent access to the Company Secretary and senior Management. The Board takes independent professional advice as and when necessary to enable it to discharge its responsibilities effectively. Subject to the approval of the Chairman, the Directors may seek and obtain separate and independent professional advice to assist them in their duties.
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SINGAPORE LAND LIMITED Company Regi
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Incorporated in the Republic of Sin
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Annual Report 2012 - singapore land limited

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