Annual Report 2012 - ecoWise Holdings Limited

ecoWise Holdings Limitedannual report 201229CORPORATE GOVERNANCEThe Board, through the delegation of its authorities to the NC, has used its best efforts to ensure that Directorsappointed to the Board possess the particular expertise, experience and knowledge in terms of business, financeand management skills relevant to the Group’s businesses and each Director, through his contributions, brings tothe Board an independent and objective perspective to enable balanced and well-considered decisions to be made.The NC also has at its disposal, professional search firms, personal contacts and recommendations in its searchand nomination process for the right candidates for appointment of new Directors.The NC is responsible for:• Re-nomination of Directors having regard to the Director’s contribution and performance;• Determining on an annual basis whether or not a Director is independent;• Deciding whether a Director, who has multiple board representation, is able to and has adequately carriedout his duties as Director; and• Making recommendations to the Board on all Board appointments’ and re-appointments’ matters includingthe composition of the Board and the balance between Executive and Non-Executive Directors’ appointments.The NC reviews annually the independence declarations made by the Company’s Independent Non-ExecutiveDirectors based on the criterion of independence under the guidelines provided in the Code. For the year underreview, the NC has ascertained the independence status of all three Independent Non-Executive Directors of theCompany. The Board has also reviewed the number of years served by each Independent Non-Executive Director(Mr Ong Teck Ghee has served for 9 years period, both Mr Ang Mong Seng and Mr Ng Cher Yan have served for 8years period). Having considered their in-depth knowledge of the Group’s business operations, past and continuouscontributions at Board level in terms of impartial and constructive advice, the Board is of the view that there is nomaterial conflict between their tenure and their ability to discharge their role as Independent Non-Executive Directors.All Directors shall submit themselves for re-nomination and re-election at regular intervals and at least every 3years. Article 107 of the Company’s Articles and Association provides that one third of the Board or the numbernearest to one third is to retire by rotation at every Annual General Meeting (“AGM”). In addition, Article 117 of theCompany’s Articles of Association also provides that newly appointed directors are required to submit themselvesfor re-nomination and re-election at the next AGM of the Company.At the forthcoming AGM, Mr Lee Thiam Seng and Mr Ng Cher Yan will be retiring by rotation pursuant to Article107 of the Company’s Articles and Association. Both of them, being eligible for re-election have offered themselvesfor re-election.