TUNG LOK RESTAURANTS (2000) LTD / Annual Report
2016
16
Corporate Governance Report
At the forthcoming AGM, Mdm Ng Siok Keow and Mdm Tjioe Ka In are due to retire by
rotation pursuant to Article 91 of the Company’s Constitution. The NC has recommended the
re-elections of Mdm Ng Siok Keow and Mdm Tjioe Ka In at the forthcoming AGM.
These nominations have been accepted by the Board. In considering the nomination, the
NC took into account the contribution of the directors with reference to their attendance and
participation at Board and other Board committee meetings as well as the proficiency with
which they have discharged their responsibilities.
4.3 NC to determine
directors’ independence
annually
The NC has reviewed the independence of each director in accordance with the Code’s
definition of independence as well as the “Confirmation of Independence” returns submitted
by the directors to the Company Secretary annually. The NC is satisfied that 43% of the
Board members are considered to be independent.
4.4 NC to decide if a
director who has multiple
board representations
is able to and has been
adequately carrying out
his/her duties as a director
of the Company; The
Board should determine
the maximum number
of listed company board
representations which any
director may hold
The NC and the Board are of the view that it is not meaningful to set a limit on the number
of listed company board representations a director should have as the contribution of each
director would depend on their individual circumstances, including whether they have a full
time vocation or other responsibilities. Further the directors have different capabilities, and
the nature of the organisations in which they hold appointments and the kind of committees
on which they serve are of different complexities. Instead, the NC will assess each potential
or existing director relative to his/her abilities and known commitments and responsibilities.
Specific considerations are also given to their attendance, contactability and responsiveness,
as well as contributions and individual capabilities.
The NC monitors and determines annually whether directors who have multiple board
representations and other principal commitments, give sufficient time and attention to the
affairs of the Company and adequately carry out his/her duties as a director of the Company.
The NC takes into account the results of the assessment of the effectiveness of the individual
director and his/her actual conduct on the Board, in making this determination.
The NC and with the concurrence of the Board were satisfied that in FY16, where a director
had other listed company board representations and/or other principal commitments, the
director was able to carry out and had been adequately carrying out his/her duties as a
director of the Company.
4.5 Appointment of alternate
directors
There is no alternate director on the Board.
4.6 Description of process
for selection, appointment
and re-appointment of
directors, including the
search and nomination
process
The search and nomination process for new directors, if any, will be through search
companies, contacts and recommendations to cast its net as wide as possible for the right
candidate. The NC determines the selection criteria in consultation with the Board and
identifies candidates with the appropriate expertise and experience for the appointment
as new director. The NC will shortlist candidates for interview before nominating the most
suitable candidate to the Board for approval. The NC will evaluate a director in accordance
with a set of criteria approved by the Board before recommending him/her to the Board for
re-election.
4.7 Key information
regarding directors should
be disclosed in the annual
report of the Company
Other key information of the directors who held office during the year up to the date of this
report are disclosed in the “Board of Directors” section of the Annual Report.
