Nomination, Selection and Election of Directors

For an effective Board, the Company takes serious consideration of the selection of the members of the Board.  It believes that the nomination, selection and election of directors are fundamental elements of a well-functioning corporate governance system.  The annual selection process is intended to appoint a diverse mix of highly competent directors and officers with in-depth knowledge and experience in the core industries or corporate management, financial expertise, audit and governance experiences.  Other factors considered are independent-mindedness, ethical behavior and value contribution of each director. The Company follows a formal and transparent board nomination and election process to ensure the interests of all shareholders.

Directors are nominated by shareholders based on their expertise and professional backgrounds, track record, capacity for strategic thinking, and understanding of the Group’s businesses.  Nominees for directors are submitted to the Board Corporate Governance Committee, to which the Nominations and Compensation Committee has been merged into. The committee ensures that there is diversity in the Board in terms of experience, profession, age and gender.  All directors are elected at the annual shareholders’ meeting (ASM), by personal vote or by proxy. A Proxy Validation Committee validates all proxies prior to the ASM.