Strength & Stability - ECS Holdings Limited

Board Membership & Board Performance
Principle 4 :
Principle 5 :
There should be a formal and transparent process for the appointment of new directors to the Board.
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 Nominating Committee was formed on 6 January 2003 and comprises four directors, including three independent directors, Mr Tan
Hup Foi, Mr Leong Horn Kee, Mr Koh Soo Keong and one executive director, Mr Tay Eng Hoe. Mr Tan Hup Foi is the Chairman of the
Nominating Committee.
The role of the Nominating Committee is to perform the following functions:
a) identifies and reviews all nominations for Board appointments and re-nominations of directors;
b) assesses the effectiveness of the Board as a whole and the contribution by each individual director to the effectiveness of the Board;
and
c) determines whether or not a Director is independent.
In accordance with the Company’s Articles of Association, at each Annual General Meeting, one-third of the Board shall retire from office
by rotation provided that no director holding office as Managing or Joint Managing Director shall be subject to retirement by rotation or
be taken into account in determining the number of directors to retire.
Access to Information
Principle 6 :
In order to fulfil their responsibilities, board members should be provided with complete, adequate and timely information
prior to board meetings and on an on-going basis.
All directors are provided with complete, adequate and timely information prior to meeting and on a regular basis to enable them to perform
their roles properly. All directors have separate and independent access to senior management and the company secretary. The company
secretary has defined roles and responsibilities and attends all Board and sub-committee meetings of the Company. Should directors,
whether as a group or individually, need independent professional advice in the furtherance of their duties, cost of such professional advice
will be borne by the Company.
B) REMUNERATION MATTERS
Procedures for Developing Remuneration Policies
Principle 7 :
There should be a formal and transparent procedure for fixing the remuneration packages of individual directors. No director
should be involved in deciding his own remuneration.
The Compensation Committee oversees the general compensation of employees of our Group with a goal to motivate, recruit and retain
employees and directors through competitive compensation and progressive policies. In particular, the Compensation Committee is
responsible for overseeing our employee profit sharing scheme as well as the share incentives, including the ECS Share Option Scheme I,
ECS Share Option Scheme II and ECS Performance Shares Scheme. The Compensation Committee of the Board comprises Mr Koh Soo
Keong, Mr Leong Horn Kee, and Mr Tan Hup Foi. Mr Koh Soo Keong is the Chairman of the Compensation Committee.
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Corporate
Governance Statement
ECS Holdings Limited