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HAW PAR CORPORATION LIMITED
CO R P O R AT E GOV E R NAN C E R E P O R T
(CONTINUED)
Nominating Committee
The NC comprises four members, namely, Mr Sat Pal Khattar, Dr Wee Cho Yaw, Dr Lee Suan Yew and Mr Peter Sim. Mr Peter
Sim, an experienced independent director and a trained lawyer, joined the NC during the year as part of refreshment of the
NC. The majority of the NC, including the chairman of the NC, Mr Sat Pal Khattar, are Independent Directors.
The principal responsibilities of the NC are to:
• recommend appointments / reappointments of Directors and key executives, including the CEO;
• review the composition of the Board and Board Committees;
• perform succession planning;
• assess the independence of Directors;
• evaluate the performance of the Board and Board Committees; and
• review training and professional development programmes for Directors.
The NC adopts key principles from the Nominating Committee Guide, issued by the Singapore Institute of Directors in 2015.
Each year, the NC reviews the composition of the Board as part of its succession planning. Suitable candidates are identified
through personal and professional networks and the NC reviews each candidate through an objective and comprehensive
process. When assessing potential candidates, the NC takes into account the existing Board composition, the candidate’s
background, qualification, experience, time commitment and his/her ability to contribute to the Board’s collective skills,
knowledge and experience. In February 2016, the NC recommended and the Board approved the appointment of Mr Wee
Ee-chao as Deputy Chairman, as part of the succession planning for the Chairman.
The NC makes annual recommendations to the Board on the re-appointment of Directors having regard to their competencies,
commitment, contributions and performance on a qualitative basis. Each year, one-third of the Board retires from office by
rotation and may submit themselves for re-election. New Directors submit themselves for re-election at the AGM immediately
following their appointment by the Board.
In its review of the Directors’ ability to commit time to the Company’s affairs, the NC has taken into account whether a
limit on the number of other listed boards Directors could sit on was necessary. The NC decided that it was not necessary
to prescribe a limit on the number of other boards that Directors of the Company sit on. Although some Directors have
multiple board representations and principal commitments, none of them had more than six listed companies’ directorships
and the NC is satisfied that each Director has devoted sufficient time and attention to the Company’s affairs to adequately
and competently carry out his duties as a Director of the Company. For a full list of each Director’s directorships and principal
commitments, please refer to the “Board of Directors” section of this Annual Report.
Board Performance
The NC evaluated and assessed the effectiveness of the Board’s performance as a whole, taking into consideration, amongst
other matters, the Board’s discharge of its principal responsibilities, earnings of the Group, return on equity and the share
price performance of the Company over a five year period. These performance criteria also include performance of the
Company as compared to industry peers and are linked to long term shareholder value. The NC is of the opinion that the
Board as a whole has performed well during the year and that the Chairman and each Director have contributed to the overall
effectiveness of the Board.
The NC evaluated and reviewed the performance of the Board Committees (except the NC itself). It is satisfied with the
matters dealt with by the Board and Board Committees and the frequency of such deliberations.
The Chairman of the Board and the Chairman of the NC evaluated the collective performance, commitment and contribution
of all Directors based on each Director’s attendance and contribution at Board meetings. They also reviewed the contribution
of the Executive Directors and are of the view that the performance of each of them has been satisfactory.
