TUNG LOK RESTAURANTS (2000) LTD / Annual Report
2016
15
Corporate Governance Report
Principle 4: Board Membership
There should be a formal and transparent process for the appointment and re-appointment of directors to the Board.
4.1 NC to comprise at least
three directors, majority
of whom, including the
NC Chairman should be
independent; NC should
have written terms of
reference that describe
the responsibilities of its
members
The Company’s NC comprises of five directors of whom three (including the Chairman of the
NC) are independent and non-executive directors, one is an executive director and one is a
non-independent and non-executive director as follows:
- Dr Ker Sin Tze (Chairman)
- Dr Tan Eng Liang (Lead Independent Director)
- Mr Chee Wai Pong
- Mr Tjioe Ka Men
- Mr Goi Seng Hui
The LID is a member of the NC. The NC is guided by the Terms of Reference, updated to be
in line with the recommendations in the Code.
The responsibilities of the NC are described in its written terms of reference and its key
responsibilities include the following:-
(1)
review and recommend to the Board on the appointment and re-appointment of
Directors (including alternate directors, if applicable) having regard to their contribution
and performance (e.g. attendance, preparedness, participation and candour);
(2)
review the composition and progressive renewal of the Board;
(3)
review the training and professional development programs for the Board;
(4)
assess annually whether or not a director is independent;
(5)
assess whether or not a director, who has multiple board representations, is able to
and has been adequately carrying out his/her duties as a director;
(6)
development of a process for evaluation of the performance of the Board, its board
committees and contribution of each individual director; and
(7)
formal assessment of the effectiveness of the Board as a whole, its board committees
and individual director.
4.2 NC to make
recommendations to the
Boards on relevant matters
The NC recommends appointment and re-appointments of directors to the Board. All
directors are required to submit themselves for re-nomination and re-appointment at regular
intervals and at least once every three years.
In accordance with Articles 91 and 97 of the Company’s Constitution, all directors (except a
Managing Director) shall retire from office once at least in each three years by rotation and
all newly appointed directors will have to retire at the next Annual General Meeting (“
AGM
”)
following their appointments. The retiring directors are eligible to offer themselves for re-
election.
Dr Tan and Dr Ker were last reappointed to the Board at the AGM held on 30 July 2015
pursuant to Section 153(6) of the Companies Act, Chapter 50, which was in force
immediately before 3 January 2016. Pursuant to section 153(6) of the Companies Act, such
re-appointments were until the coming AGM to be held on 28 July 2016. Accordingly, as
their appointments will lapse at the forthcoming AGM, Dr Tan and Dr Ker are subject to re-
appointment at the forthcoming AGM. Subject to their re-appointments at the forthcoming
AGM, Dr Tan and Dr Ker’s re-appointments will no longer be subject to shareholders’
approval under section 153(6) of the Companies Act as it has been repealed when the
Companies (Amendment) Act 2014 came into effect on 3 January 2016, and they will then
be subject to retirement by rotation pursuant to the Company’s Constitution. The NC has
recommended the re-appointments of both Dr Tan and Dr Ker as Independent Directors of
the Company at the forthcoming AGM.
