ANNUAL REPORT

Middle East Development Singapore ltdannual report 2007 21CORPORATE GOVERNANCESTATEMENTThe NC shall hold at least one meeting per year. The key functions of the NC under the Terms of Reference are, inter alia:-(i)(ii)(iii)(iv)(v)(vi)(vii)to set up and implement procedures to facilitate a formal and transparent process for appointing, re-nomination, re-electing andremoving incumbents to/from the Board;to review the independence of each Director;to assess the qualifications, knowledge, skills, expertise and experience of the proposed Director;to review the performance and contribution of each Director;to review and evaluate the performance of the Board as a whole for each financial year, and submit its report to the Board;to adopt any performance measurement tool which it deems appropriate; andto study and identify the training needs of each Director, with a view to achieving an appropriate mix and balance of skills suchthat the Board as a whole possesses the core competencies required by the Code.In its search, nomination and selection process for new directors, the NC identifies the key attributes that an incoming director shouldhave, based on a matrix of the attributes of the existing Board and the requirements of the Group. After endorsement by the Board ofthe key attributes, the NC taps on the resources of directors’ personal contacts and recommendations of potential candidates, and goesthrough a shortlisting process. If candidates identified from this process are not suitable, executive recruitment agencies are appointedto assist in the search process. Interviews are set up with potential candidates for NC members to assess them, before a decision isreached.The Directors will submit themselves for re-nomination and re-election at regular intervals of at least once every three years. Under theCompany’s existing Articles of Association, one-third of the Directors for the time being (other than the Managing Director) shall retirefrom office by rotation (or if their number is not a multiple of three, the number nearest to but not less than one-third) at each annualgeneral meeting of the Company.BOARD PERFORMANCEPrinciple 5: There should be a formal assessment of the effectiveness of the Board as a whole and the contribution by each director tothe effectiveness of the Board.The NC, in considering the re-appointment of any Director, evaluates the performance of the Director. The NC reviews and evaluatesthe performance and effectiveness of the Board as a whole for each financial year, and submits its report to the Board. The reviewparameters for evaluating each director include, inter alia, the following: -(a)(b)(c)(d)attendance at Board / committee meetings;participation at meetings;involvement in management; andavailability for consultation and advice, when required.Each member of the NC shall abstain from voting on any resolution in respect of the assessment of his performance or re-nomination asa Director.