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Best World International Limited
Annual Report 2011
Best World International Limited
Annual Report 2011
CORPORATE
GOVERNANCE
Board Membership
Principle 4: There should be a formal and transparent process for the appointment of new directors to the Board.
The NC is established comprising of four members, a majority of whom are non-executive independent directors.
Chairman :
Mr Ravindran Ramasamy
Member :
Dr Dora Hoan Beng Mui
Member :
Mr Lee Sen Choon
Member :
Mr Robson Lee Teck Leng
The NC is established for the purpose of ensuring that there is a formal and transparent process for all Board
appointments. It has adopted written terms of reference defning its membership, administration and duties.
The duties of the NC are as follows:
a
)
To make recommendations to the Board on all board appointments;
b
)
To re-nominate directors having regard to the their contribution and performance;
c
)
To determine annually whether a director is independent;
d
)
To review the composition of the Board and make recommendations on the performance criteria and appraisal
process to be used for the evaluation of the individual directors; and
e
)
To assess the effectiveness of the Board as a whole and decide if each director has been adequately carrying
out his or her duties.
In accordance with the Articles of Association, each Annual General Meeting
(
“AGM”
)
, not less than one-third of
the directors are required to retire from offce by rotation. Accordingly, the directors will submit themselves for
re-nomination and re-election at regular intervals of at least once every three years. According to Article 85 of
the Company’s Articles of Association, Dr Dora Hoan Beng Mui, being the Group MD & CEO, shall not be subject
to retirement by rotation.
In addition, any newly appointed director must retire and submit himself for re-election at the next AGM following
his appointment. Thereafter, he is subject to the one-third rotation rule if re-elected.
Details of the appointment of directors including date of initial appointment and last re-election, directorships in
listed companies, both current and for the preceding three years are tabled below:
Name of directors/
appointment
Date of initial
appointment
as director
Date of last
re-election
as director
Directorship in
listed companies
Dr Doreen Tan Nee Moi
(
2
)
Chairman
11 December 1990 30 April 2010 Best World International Limited
Dr Dora Hoan Beng Mui
(
1
)
Group MD & CEO
11 December 1990 -
Best World International Limited
Mr Huang Ban Chin
Chief Operating Offcer /
Executive Director
13 September 1994 29 April 2011 Best World International Limited
Mr Lee Sen Choon
Independent Director
24 May 2004
29 April 2011 Best World International Limited
Hor Kew Corporation Limited
Kyodo-Allied Industries Ltd
(
resigned in
August 2011
)
Rokko Holdings Ltd
Soon Lian Holdings Limited
Mr Robson Lee Teck Leng
(
2
)
Independent Director
24 May 2004
30 April 2009 Best World International Limited
Man Wah Holdings Limited
(
Listed on
Hong Kong Stock Exchange
)
Matex International Limited
Qian Hu Corporation Limited
(
retired in
September 2011
)
Sim Lian Group Limited
Serial System Ltd
Sheng Siong Group Ltd
Youcan Foods International Ltd
Mr Ravindran Ramasamy
Independent Director
24 May 2004
30 April 2010 Best World International Limited
Serial System Ltd
(
1
)
According to Article 85 of the Company’s Articles of Association, Dr Dora Hoan Beng Mui, being the Group MD & CEO, shall not be
subject to retirement by rotation
(
2
)
According to Article 89 of the Company’s Articles of Association, Dr Doreen Tan Nee Moi and Mr Robson Lee Teck Leng will retire at the
forthcoming AGM and be eligible for re-election
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