CORPORATE GOVERNANCE
STATEMENTS
23
CITIC ENVIROTECH LTD.
Annual
Report
2015
The Chairman is responsible for leadership of the Board and for creating the conditions for overall Board,
Board Committee and individual Director effectiveness. This includes setting the agenda of the Board
in consultation with the CEO and promoting constructive engagement among the Directors as well
as between the Board and the CEO on strategic issues. The scope and extent of the Chairman and the
Board’s responsibilities have been expanding due to the increased focus on corporate governance and
risk management and rising expectations that board chairmen have a good understanding about their
companies and the markets in which they compete.
Mr Yeung Koon Sang alias David Yeung has been appointed Lead Independent Director by the Board to
coordinate and lead the Independent Directors to provide the Board with a non-executive perspective of
matters discussed.
Both the Executive Chairman and the CEO are responsible for the day-to-day running of the Group and
together play an instrumental role in developing the business of the Group.
Principle 4: Board Membership
The Nominating Committee (“NC”) comprises five members, a majority of whom are independent. The
members of the NC are:
Mr Tay Beng Chuan, Chairman and Independent Director
Dr Lin Yucheng, CEO
Mr Zhao Fu, Non-Executive Director
Mr Yeung Koon Sang alias David Yeung, Independent Director
Mr Lee Suan Hiang, Independent Director
The NC’s principal functions are as follows:
(a)
To recommend to the Board all board appointments and re-appointments;
(b) To determine independence of the Directors annually;
(c)
To determine whether or not a Director is able to and has been adequately carrying out his duties as
Director of the Company;
(d) To evaluate the performance and effectiveness of the Board as a whole;
The Nominating Committee selects and recommends new directors for appointment after considering
several criteria such as the candidate’s experience, core competency, industry knowledge and general
ability to contribute to the Board’s proceedings. Newly appointed directors are however required to submit
themselves for re-election at the next annual general meeting of the Company (“AGM”).
We believe that Board renewal must be an ongoing process, to both ensure good governance and maintain
relevance to the changing needs of the Company and business. The Constitution of the Company require
that one-third of the Board retire from office at each Annual General Meeting (“AGM”). Accordingly, the
Directors will submit themselves for re-nomination and re-election at regular intervals of at least once every
3 years.
A retiring director shall be eligible for re-election. In recommending that a director be nominated for re-
election, the Nominating Committee assesses each candidate’s suitability for re-appointment prior to
making its recommendation, carefully taking into consideration such factors as the director’s record of
attendance and participation, his candour, performance and overall contribution to the Board and the
Group; as well as his/her ability to adequately carry out the duties expected while performing his/her roles
in other companies or in other appointments.
Dr Lin Yucheng and Mr David Yeung will be retiring at the forthcoming AGM pursuant to the requirements
of Article 91 of the Company’s Constitution and have indicated that they wish to seek re-election as
directors of the Company. Article 91 provides that at least one-third of the Directors shall retire from office
at every Annual General Meeting.
Mr Tay Beng Chuan who is over the age of 70 was re-appointed as Director to hold office from the date
of the last Annual General Meeting held on 30 July 2015 until the forthcoming Annual General Meeting
pursuant to Section 153(6) of the Companies Act, Cap. 50. Section 153 (6) has been abolished with effect
from 3 January 2016. A director, who is over 70 years of age, is no longer required to retire at every Annual
General Meeting.
