15
SUNMOON FOOD COMPANY LIMITED
ANNUAL REPORT 2015
REPORT ON
CORPORATE GOVERNANCE
(b)
to determine annually, on a discretionary basis, whether or not a director is independent, bearing in mind the
circumstances set forth in the Code and any other salient factors;
(c)
in respect of a director who has multiple board representations on various companies, to decide whether or not
such director is able to and has been adequately carrying out his duties as director, having regard to the competing
time commitments that are faced when serving on multiple boards. The Board determines ten (10) as the maximum
number of listed company board representations which any director may hold subject to any special circumstances
that may be applicable to any particular director;
(d)
to determine the process for selection and appointment of new directors to the Board, including disclosure on the
search and nomination process; and
In the search, nomination and selection process for new directors, the Nomination Committee identifies the key
attributes that an incoming director should have, based on matrix of the attributes of the existing Board and the
requirements of the Group. After endorsement by the Board of the key attributes, the NC taps on the resources of
directors’ personal contacts and recommendations of potential candidates, and goes through a shortlisting process.
If candidates identified from this process are not suitable, executive recruitment agencies are appointed to assist in
the research process. Interviews are set up with potential candidates for Nomination Committee members to assess
them, before a decision is reached. The NC also oversees the re-appointment of directors as and when their tenure
of appointment is due. In assessing the directors for reappointment, the Nomination Committee evaluates several
criteria including, qualifications, contributions and independence of the directors.
(e)
to decide how the Board’s performance may be evaluated and propose objective performance criteria, as approved
by the Board, that allows comparison with its industry peers, and address how the Board has enhanced long term
shareholders’ value.
All the directors submit themselves for re-nomination and re-election at regular intervals of at least once every three years.
Article 102 of the Constitution of the Company requires one-third of the Board (other than the Managing Director) to retire
by rotation at every Annual General Meeting (“AGM”). Mr Michael John Martin had given notice to the Company for his
intention not to seek re-appointment as director of the Company at the forthcoming AGM.
The NC recommended to the Board the re-nomination of Dr. Tan Eng Liang and Mrs Jessie Peh for re-election as directors
of the Company at the forthcoming AGM.
BOARD PERFORMANCE
PRINCIPLE 5: THERE SHOULD BE A FORMAL ANNUAL ASSESSMENT OF THE EFFECTIVENESS OF THE BOARD AS A WHOLE AND
ITS BOARD COMMITTEE AND THE CONTRIBUTION BY EACH DIRECTOR TO THE EFFECTIVENESS OF THE BOARD.
The Company acknowledges the importance of a formal assessment of Board performance and has adopted a formal
system of evaluating Board performance as a whole. An evaluation of Board performance will be conducted annually to
identify areas of improvement and as a form of good Board management practice.
