Ecowise Annual Report 2007 - ecoWise Holdings Limited

Board MembershipPrinciple 4: Formal and transparent process for appointment of new directors to the BoardThe Nominating Committee (“NC”) comprises of 3 Directors, majority of whom, are independent Directors. The NC shall meetat least once a year.The Board, through the delegation of its authority to the NC, has used its best efforts to ensure that Directors appointed to theBoard possesses the particular skill, experience and knowledge, business, finance and management skills necessary to theGroup’s businesses and each Director, through his contributions, brings to the Board an independent and objective perspectiveto enable a balanced and well-considered decisions to be made.The NC also has at its disposal, search companies, personal contacts and recommendations in its search and nominationprocess for the right candidates.The NC is responsible for:• re-nomination of our 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 carried out his dutiesas Director; and• making recommendation to the Board on all Board appointments and reappointments including making recommendationson the composition of the Board and the balance between executive and non-executive Directors appointed to the board.All Directors shall submit themselves for re-nomination and re-election at regular intervals and at least every 3 years.Board PerformancePrinciple 5: Formal assessment of the effectiveness of the Board and contributions by each DirectorThe NC is also responsible for deciding how the Board’s performance may be evaluated and proposed objective performancecriteria for the Board’s approval and implementing corporate governance measures to achieve good stewardship of theCompany.In assessing the performance of the Directors, the NC evaluates each Director based on the following review parameters,which among others, include:• attendance at board/committee meetings;• participation at meetings;• involvement in management;• availability for consultation and advice, when required;• independence of the directors; and• appropriate skill, experience and expertise.The above selected criteria will only be changed if it deemed necessary and is justified and approved by the Board.In addition to the above, the NC also evaluates the performance and effectiveness of the Board as a whole taking into accountof the Board balance and mix.The NC may act on the performance evaluation result and where appropriate, proposes new members to be appointed to theBoard or seeks resignation of Directors.23