Property - Guthrie GTS Ltd

Corporate Governance Statement
2. The responsibilities of the Nomination Committee include:
a ) to identify, nominate or review suitable candidates or, as the case may be, to re-nominate retiring directors to the Board having
regard to the director’s independence, contribution and performance including attendance, preparedness, participation and candour;
b ) determining each Board member’s independence status; and
c ) evaluating the effectiveness and size of the Board as a whole.
3. In its search and selection process for new directors, the Board may engage search companies as well as networking contacts to
identify and shortlist candidates. The Nomination Committee appraises the nominees to ensure that the candidates possess
relevant experience and have the calibre to contribute to the Group and its businesses, having regard to the attributes of the
existing Board and the requirements of the Group. New directors are appointed after the Nomination Committee recommends their
appointment for the approval of the Board. Newly appointed directors are required to submit themselves for re-election at the next
Annual General Meeting (“AGM”) under the Articles of Association of the Company.
Directors of or over 70 years of age are required to be re-appointed every year at the AGM under Section 153(6) of the Companies Act,
Chapter 50 (the “Companies Act”) before they can continue to act as a director.
In addition, one-third of the other directors or if their number is not a multiple of three, then the number nearest to one-third shall retire by
rotation at every AGM. Each Nomination Committee member abstains from deliberations in respect of matters concerning himself, his own
election or appointment.
4. When a director has multiple board representations, such director has to ensure that sufficient time and attention is given to the affairs of
the Company and the Nomination Committee is satisfied that the director is able to and has been adequately carrying out his duties as a
director of the Company.
5. The Nomination Committee also reviews the board size and the mix of independent and non-executive directors and executive directors.
Board Performance
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.
1. The Nomination Committee evaluates the performance and effectiveness of the Board as a whole.
2. In its evaluation, the Nomination Committee considers the expertise and experience of each member, their attendance, participation and
contributions to the Board both inside and outside of Board meetings.
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