An evaluation of the Board’s performance for FY15 was conducted. The objective of the evaluation process is to
assess and identify areas for continuous improvement to the Board’s overall effectiveness. It is conducted by way
of a Board evaluation questionnaire through which each Director is required to complete and to assess individually
the Board as a whole on several parameters namely, the Board composition, maintenance of independence, Board
information, Board process, Board accountability, communication with top management and standard of conduct.
The consolidated findings are reported and recommendations are made to the Board for consideration of further
improvements to help the Board to discharge its duties more effectively.
The NC also makes recommendations to the Board on relevant matters relating to the review of Board succession
plans for Directors, in particular, the Chairman and the CEO; and the review of training and professional development
programmes for the Board.
In the selection and nomination of new Directors, the NC identifies the key attributes that an incoming Director
should have, based on attributes of the existing Board and the requirements of the Group. The NC then taps on
the Directors’ resources for recommendations of potential candidates. Executive recruitment agencies may also be
appointed to assist in the search process where necessary. The potential candidates will go through a shortlisting
process. Interviews are then set up with the shortlisted candidates for the NC to assess them before a decision is
made. As recommended by the NC, a new Director can be appointed by way of a Board resolution. Such Directors
must present themselves for re-election at the next AGM of the Company.
Important issues to be considered as part of the process for the selection, appointment and re-appointment of
directors include composition and progressive renewal of the Board and each director’s competencies, commitment,
contribution and performance (e.g. attendance, preparedness, participation and candour) including, if applicable,
as an independent director.
Key information regarding the Directors’ profiles, including directorships or chairmanships both present and those
held over the preceding three (3) years in other listed companies, and other principal commitments, are set out in
this report. The shareholdings in the Company of the Directors are set out in the Report of the Directors.
The Company’s Articles of Association provides that one-third of the Board is to retire annually by rotation at the
AGM and the Directors to retire in every year will be those who have been longest in office since their last election.
Retiring Directors are eligible to offer themselves for re-election.
The NC has recommended the nomination of Mr Goh Chung Meng for re-election at the forthcoming AGM. The
Board has accepted the NC’s recommendation. The NC also recommends the nomination of Mr Khor Thiam Beng,
who is above 70 years of age, to be re-elected at the forthcoming AGM.
The NC has also reviewed the independence of the Board members with reference to the guidelines set out in
the Code and, has determined Mr Khor Thiam Beng, Mr Michael Grenville Gray and Mr Goh Chung Meng to be
independent. In respect of determining Mr Goh’s independence, the NC has taken into consideration that Mr Goh
has no relationship with the Company, its related corporations, its 10% shareholders or its officers that could
interfere, or be reasonably perceived to interfere, with the exercise of his independent business judgement with a
view to the best interests of the Company.
To ensure that sufficient time and attention is given to the affairs of the Company, the Board has, subject to annual
review, determined that the maximum number of listed company board representations which any Director may
hold is five (5).
Principle 5: Board Performance
The NC assesses the effectiveness of the Board as a whole and the contribution by each Director to the effectiveness
of the Board, with input from the CEO. The appraisal process focuses on a set of performance criteria which
includes the evaluation of the Board composition and size, the Board process, the Board effectiveness and training,
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AVI-TECH ELECTRONICS LIMITED
| ANNUAL REPORT 2015
CORPORATE
GOVERNANCE
