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Corporate Governance Report
NATURAL COOL HOLDINGS LIMITED
Annual Report 2011 27
The Board is of the view that there is a suffciently strong independent element on the Board to enable
independent exercise of objective judgment on affairs and operation of the Group by members of the
Board taking into account factors such as the number of Independent Directors on the Board, as well
as the contributions made by each member at board meetings which relate to the affairs and operations
of the Group. In this connection, the Board is of the view that there are adequate safeguards in place to
prevent an uneven concentration of power and authority in a single individual.
The independent element is further strengthened by the appointment of Mr Lim Siang Kai as the Lead
Independent Director. The Lead Independent Director is the contact person for shareholders in situations
where there are concerns or issues which communication with the Chairman or Chief Financial Offcer of
the Group has failed to resolve or where such communication is inappropriate.
BOARD MEMBERSHIP
Principle 4: There should be a formal and transparent process for the appointment of new directors to the
Board.
Nominating Committee
The NC comprises three Directors, namely, Dr Wu Chiaw Ching (Independent Director), Mr Lim Siang Kai
(Lead Independent Director) and Mr William da Silva (Independent Director). The Chairman of the NC is Dr
Wu Chiaw Ching.
The responsibilities of the NC are to determine the criteria for the appointment of new directors; to set up a
process for the selection of such appointment and to review nominations for the appointment of directors
to the Board and also to decide on how the Board’s performance may be evaluated and propose objective
performance criteria for the Board’s approval. For the fnancial year ended 31 December 2011, the NC met
on one occasion.
When a vacancy arises under any circumstance, or where it is considered that the Board would beneft
from the services of a new director with particular skills, the NC, in consultation with the Board, determines
the selection criteria and selects candidates with the appropriate expertise and experience for the position.
The NC then nominates the most suitable candidate who is appointed to the Board.
In addition, the NC is responsible for, amongst other things:
(i) re-nomination of the retiring directors having regard to the respective director’s contribution and
performance;
(ii) determining annually whether or not a director is independent; and
(iii) determining whether a director who has multiple board representations is able to and has been
adequately carrying out his duties as a director.
The NC reviews and recommends to the Board the re-nomination of retiring directors standing for re-
election and appointment of new directors. The review ensures that the director to be re-nominated or
appointed is able to contribute to the ongoing effectiveness of the Board, has the ability to exercise
sound business judgement, has demonstrated leadership experience, high levels of professional skills and
appropriate personal qualities.
Article 101 of the Company’s Articles of Association requires one-third of the Directors to retire from offce
by rotation and subject themselves to re-election by shareholders at the Annual General Meeting (“AGM”).
Every Director must retire from offce and submit themselves for re-nomination and re-election at least
once every three years. Pursuant to Article 101, Dr Wu Chiaw Ching, Mr Lim Siang Kai, and Mr William da
Silva will retire at the Company’s forthcoming AGM and will be eligible for re-election.