Recruitment Process and Annual Assessment
The Board is responsible to the shareholders. All Directors
appointed during the financial year retire at the AGM of
the Company in the period of appointment and are
eligible for re-election. In compliance with Paragraph
7.26(2) of the Listing Requirements, all Directors shall
retire at least once every three (3) years.
The Company has in place a formal and transparent
procedure on the appointment of new Directors. All
nominees to the Board are first considered by the NRC,
taking into account the mix of skills, competencies,
experience and other qualities required to oversee a
highly-regulated healthcare business, before they are
recommended to the Board.
While the Board is responsible for the appointment of
new Directors, the NRC is delegated to the role of
screening and conducting an initial selection, which
includes an external search, before making a
recommendation to the Board. The NRC evaluates the
nominees’ ability to discharge their duties and
responsibilities before recommending their appointment
as Directors to the Board for approval.
Board Performance Evaluation
The effectiveness of the Board is vital to the success of
the Group. For that reason, a large portion of the Board
Policy Manual is devoted to explaining and outlining the
format and procedure for evaluating Board Members
performance. The availability of the structured format for
Board Members evaluation assists the members in
discharging their duties effectively and efficiently.
The Board, through the NRC, undertakes a rigorous
evaluation each year in order to assess how well the
Board, its Committees, the Directors and the Chairman
are performing, including assessing the independence of
Independent Directors, taking into account the individual
Director’s capability to exercise independent judgement
at all times.
The evaluation covers the Board’s composition, skills mix,
experience, communication, roles and responsibilities,
effectiveness as well as conduct. All Directors complete
a questionnaire regarding the Board and Committees’
processes, their effectiveness and where improvements
may be considered. The process also includes a peer
review in which Directors assess their fellow Directors’
performance against a set criteria, including the skills
they bring to the Group and the contribution they make.
The Company Secretary reports the outcome of the
evaluation exercise to the NRC and then to the Board for
notation.
Following the performance evaluation process for 2015
which was conducted in February 2016, the Board has
concluded that the Board and its Committees operate
effectively. Additionally, the Chairman is satisfied that
each Director continues to make an effective contribution
to the work of the Board, is well prepared and informed
concerning matters to be considered by the Board, has a
good understanding of the Group’s business and their
commitment to the role remains strong.
3. REINFORCE INDEPENDENCE
Assessment of Independence Annually
The independence of all Directors, including the Non-
Independent Non-Executive Directors is reviewed annually
via the NRC which undertakes the independent
assessment by taking into account their skills, experience
and contributions as well as their background, economic
viability and family relationships, and thereafter determines
whether the Directors can continue to bring independent
and objective judgement to the Board. The NRC shall also
determine whether there are relationships or
circumstances which could affect, or appear to affect, the
Independent Non-Executive Directors’ judgement.
Tenure is not part of the independence assessment
criteria as the Board is of the view that the fiduciary
duties as promulgated in the Act are paramount for all
Directors, irrespective of their status. The ability of a
Director to serve effectively is very much dependent on
his calibre, qualifications, experience and personal
qualities, particularly his integrity and objectivity.
The Directors’ Peer Evaluation would also indicate the
Independent Directors’ ability or inability to act
independently. Furthermore, the Board agrees that there
are significant advantages to be gained from long-serving
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Statement on
Corporate Governance
