that Directors may face serving on multiple listed company boards: (i) A Director, who is in full-time employment, should not serve as a Director on the board of more than two listed companies; and (ii) A Director, who is not in full-time employment, should not serve as a Director on the board of more than five listed companies. The NRC may review this guideline by the NC from time to time and will also consider the circumstances of individual Directors or potential candidates with multiple listed company directorships above the recommended number to determine their capacity to participate and contribute effectively to the Board. In addition to the current procedures for the review of the attendance records and analysis of directorships/ principal commitments, a policy has also been put in place for Directors to consult the Board Chairman or the chairman of the NC (currently, the NRC) prior to accepting any new listed company board appointment or principal commitment and to notify the Board of any changes in their external appointments. This would allow the Director to review his/her time commitments with the proposed new appointment, and in the case of an ID, to also ensure that his/her independence would not be affected. Complete, Adequate and Timely Information (Provision 1.6) Prior to each meeting, members of the Board and the Committees are provided with the meeting agenda and the relevant papers submitted by Management, containing complete, adequate and timely information to enable full deliberation on the issues to be considered at the respective meetings. From time to time, members of the ExCo and Senior Management are invited to attend such meetings, and the Company’s auditors and professional advisers who can provide additional insight into the matters for discussion are also invited as required to attend the relevant meetings. Management also provides all Directors with monthly updates on the Company’s financial performance including an analysis of the same, with material variances between the comparative periods disclosed and explained. Where the Board’s or a Committee’s approval is sought, relevant background and explanatory information on the specific matter are provided to enable Directors to understand the issues and request further information, as necessary. Draft agendas for Board and Committee meetings are circulated in advance to the Board Chairman and the Committee chairman respectively, for them to review and suggest items for the agenda. The Board and the Committees are also furnished routine reports, where applicable, from Management. The chairman of the ARC, NC and RC (currently, the NRC) as well as the BSC provides a report of the respective Committees’ activities during the year under review to the Board. The minutes of meetings of the Committees are circulated to all Board members. Access to Management, Company Secretaries and Independent Professional Advice (Provision 1.7) All Directors have direct and independent access to Management. To facilitate this access, all Directors are provided with the contact details of the ExCo and the Company Secretaries. The contact details of the heads of internal audit and risk management are also provided to the ARC. The Directors, whether as a group or individually, are entitled to take independent professional advice at the expense of the Company, in furtherance of their duties and where circumstances warrant the same. The Company has in place internal guidelines allowing the Directors to seek such independent professional advice. The Company Secretaries, whose appointment and removal are subject to the Board’s approval, attend meetings of the Board and the Committees as well as the NEDs/IDs, to provide guidance for Board procedures to be followed. The Company Secretaries, together with Management, also ensure that the Company complies with applicable statutory and regulatory rules. The Company Secretaries also work with Management to advise the Board Chairman, the Board and the Committees on corporate governance matters and assist in implementing and strengthening corporate governance practices and processes, including: ensuring good information flow within the Board and the Committees, as well as between the Directors and Management; facilitating the induction for newly appointed Directors and newly appointed Committee members; and assisting in the continuing training and development programme for the Directors. On an ongoing basis, the Directors have separate and independent access to the Company Secretaries. Principle 2: Board Composition and Guidance Board Independence (Provisions 2.1, 2.2 and 2.3) The Board currently comprises eleven members. Based on the NRC’s recommendation, the Board has determined eight of them, being more than half of the Board, to be independent, thus providing for a strong and independent element on the Board, capable of exercising objective judgement on the corporate affairs of the Company. No individual or small group of individuals dominate the Board’s decision-making. No alternate Directors have been appointed in respect of any of the Directors. CORPORATE GOVERNANCE REPORT 7
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