CORPORATE GOVERNANCE
STATEMENTS
24
CITIC ENVIROTECH LTD.
Annual Report
2015
However, as Mr Tay Beng Chuan’s appointment will lapse upon the conclusion of the forthcoming Annual
General Meeting, Mr Tay Beng Chuan would have to be re-appointed in order to be able to continue in
his capacity as a Director of the Company. Upon his re-appointment as a Director of the Company at the
forthcoming Annual General Meeting, moving forward, Mr Tay Beng Chuan will no longer be subject to
shareholders’ approval under Section 153 (6) of the Companies Act, Cap 50. Mr Tay Beng Chuan will then
be subject to retirement by rotation pursuant to Article 91 of the Constitution.
The Nominating Committee has reviewed and is satisfied with their contribution and performance as
directors and has endorsed their nomination for re-election.
Although some of the Board members have multiple board representations and other principal
commitments, the Nominating Committee is satisfied that the Directors have devoted sufficient time and
attention to the matters of the Group. The Board does not see any reason to set the maximum number of
listed company representations that any director may hold as all the directors are able to devote sufficient
attention to the Company’s affairs in light of their other commitments. However, as a general guideline,
to address time commitments that may be faced, a director who holds more than 6 board representations
may consult the Chairman before accepting any new appointments as a director.
Principle 5: Board Performance
The Nominating Committee will use its best efforts to ensure that Directors appointed to the Board
possess the necessary background, experience and knowledge to enable balanced and well-considered
decisions to be made by the Board.
A review of the Board’s performance is undertaken annually by the Nominating Committee with inputs from
Board members and the Executive Chairman.
Apart from the fiduciary duties (i.e. act in good faith, with due diligence and care and in the best interest
of the Company and its shareholders), the Board’s key responsibilities are to set strategic directions and to
ensure that the long term objective of enhancing shareholders’ value is achieved. The Board’s performance
is also measured by its ability to support management especially in times of crisis and to steer the
Company towards profitable directions. In doing so, the Board will take into consideration the financial
indicators set out in the Code as guidelines for evaluating the Board’s performance.
To evaluate the effectiveness of the Board as a whole, the Nominating Committee considered the
adequacy and size of the Board, the Board’s access to information, Board processes and accountability, and
communication with senior management. Individual evaluation is also carried out to assess whether each
director continues to contribute effectively and demonstrates commitment to his/her role and duties. The
criteria for evaluation are reviewed by the Nominating Committee each year and changes are made where
circumstances require.
Principle 6: Access to Information
The Board has separate and independent access to senior management and the company secretary at
all times. Requests for information from the Board are dealt with promptly by management. The Board is
informed of all material events and transactions as and when they occur. The management provides the
Board with quarterly reports of the Company’s performance. The management also consults with Board
members regularly whenever necessary and appropriate. The Board is issued with board papers timely and
prior to Board meetings.
The Company Secretary administers, attends and prepares minutes of Board meetings, and assists
the Chairman in ensuring that Board procedures are followed and reviewed so that the Board functions
effectively and the Company’s Constitution and the relevant rules and regulations applicable to the
Company are complied with.
The Board has separate and independent access to the senior management at all times. The Board in
fulfilling its responsibilities, can as a group or individually, when deemed fit, direct the Company to appoint
professional adviser to render professional advice. The cost of such professional advice will be borne by the
Company.
The Audit Committee meets our External Auditors (Deloitte & Touche LLP) and Internal Auditors (Crowe
Horwath First Trust) separately, without the presence of management at least once a year.
