The NC is guided by its Terms of Reference, which sets out its responsibilities. Its duties with regard to nomination
functions are to review and make recommendations to the Board on all board appointments, to review all
nominations for the appointment and re-appointment of directors, to evaluate the effectiveness and performance
of the Board as a whole and each individual director and to review the independence of each director annually. In
determining the independence of directors, the NC determines whether or not a director is independent bearing
in mind the Code’s definition of an “independent director” and guidance as to relationships which would deem
a director not to be independent. The NC has endorsed the independence status of Messrs. Steven Chong Teck
Sin, Sunny Wong Fook Choy and Mr. Teruo Kiriyama.
The process for the selection and appointment of new directors to the Board is carried out when necessary by
the Nominating Committee. The NC initiates and executes a process to search and identify suitable candidates
for nomination to the Board for appointment.
The NC works with the Board to determine the appropriate characteristics, skills and experience for the Board as
a whole as well as its individual members. Upon the review and recommendation of the NC for the appointment
of directors, new directors will be appointed by way of a board resolution. Such new directors must submit
themselves for re-election at the next Annual General Meeting (“AGM”) of the Company immediately following
his appointment.
Apart from sitting on this Board, Mr. Robert S. Lette, Mr. Lou Yiliang, Mr. Teruo Kiriyama and Mr. Neal M.
Chandaria do not sit on the board of other listed company. Mr. Steven Chong Teck Sin sits on the Board of four
listed companies while Mr. Sunny Wong Fook Choy sits on the Board of five other listed companies, apart from
InnoTek Limited.
The Nominating Committee determines annually whether a Director has been adequately carrying out his duties
as a Director of the Company, taking into consideration the number of that Director’s other listed company
board representations and other principal commitments. The Nominating Committee is of the view that each
Director has been able to effectively discharge his duties as a Director of the Company.
The Board does not appoint alternate directors as recommended by Guideline 4.5 of the 2012 Code.
BOARD PERFORMANCE
Principle 5: Formal assessment of the effectiveness of the Board and contribution of each director
Annually, the NC evaluates the effectiveness of the Board as a whole as well as the individual director by
establishing a process for conducting reviews of all Board members.
All Directors are required to assess the performance of the Board, the Board Committees and the individual
director by way of a questionnaire. The assessment covers areas such as contribution of each individual director
to the effectiveness of the Board and Board Committees, information management, Board processes, Shareholder
management, managing the Company’s performance. The NC takes into consideration their respective
preparedness, commitment, participation, attendance at Board and Board committee meetings. The evaluation
I N N O T E K L I M I T E D
A N N U A L R E P O R T 2 0 1 5
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CORPORATE
GOVERNANCE REPORT
