CORPORATE GOVERNANCE STATEMENT
29
In the event that a vacancy on the Board arises, the NC may identify suitable candidates for appointment
as new Directors through the business network of the Board members or engage independent
professional advisers to assist in the search for suitable candidates. The NC will generally identify
suitable candidates skilled in core competencies such as accounting or finance, business or management
expertise, or industry knowledge. If the NC decides that the candidate is suitable, the NC then
recommends its choice to the Board. Meetings with such candidates may be arranged to facilitate open
discussion. Upon appointment, arrangements will be made for the new director to attend various briefings
with the management team.
Board renewal must be an ongoing process to ensure good governance and to maintain relevance to the
changing needs of the Group. Pursuant to the Company’s Articles of Association, one-third of directors,
including the CEO who also serves on the board (or, if their number is not a multiple of three, the number
nearest to but not less than one-third) shall retire from office by rotation. This results in all directors
having to retire at least once in three years. All newly appointed directors by the Board shall only hold
office until the next annual general meeting (“
AGM
”), and be eligible for re-election at the AGM.
At the upcoming AGM, Messrs Sim Soon Ngee Glenndle and Wong Boon Huat shall retire and being
eligible, have agreed to stand for re-election.
The Board’s performance is a function of the experience and expertise that each of the Directors bring
with them. The NC would access on an annual basis, the effectiveness of the Board as a whole. Each
Director is required to complete a Board Performance Evaluation Form (“
Evaluation Form
”) annually, to
facilitate the NC in its assessment of the performance of the Directors. Through the Evaluation Form,
feedback is collated from the Board on various aspects of the Board’s performance and the Company
Secretary will compile the results of the evaluation form for the purpose of discussion during the NC
meeting. During the meeting, the NC Chairman will then based on the results, ascertain key areas for
improvement and requisite follow-up actions.
The NC considers that the multiple Board representations held presently by the Directors do not impede
their performance in carrying out their duties to the Company after taking into account his actual conduct
on the Board and has ascertained that for the period under review, the Directors were able to carry out
and had been adequately carrying out their duties as Directors of the Company.
The dates of first appointment and last re-election of each Director, together with their current and
preceding three years’ directorship in other listed companies and other principal commitments, are set
out below:
Further Information on Board of Directors
Sim Soon Ngee Glenndle
Executive Chairman & Chief Executive Officer
Date of first appointment as a director: 30 January 2008
Date of last re-election as a director: 26 April 2013
Board Committee(s)
served on
Current Directorship(s) /
Principal Commitment(s)
Directorship(s) or Principal Commitment(s) held
over the preceding
3 years
NC and CSCC
MIS Investment Pte Ltd
Mencast Energy Pte Ltd*
Mencast Marine Pte Ltd*
Mencast Offshore & Marine Pte Ltd*
Mencast Engineering Pte Ltd *
Mencast Centre of Excellence Pte Ltd*
Mencast Procurement (Singapore) Pte Ltd*
Mencast Subsea Pte Ltd*
Recon Propeller & Engineering Pte Ltd*
Top Great Engineering & Marine Pte Ltd*
* Subsidiaries of Mencast Holdings Ltd
