CORPORATE GOVERNANCE STATEMENT
The Constitution requires new directors appointed during the year to submit themselves for re-election at the next
Annual General Meeting (“AGM”) of the Company. The Constitution also requires one-third of the Board to retire by
rotation at every AGM. This means that no director may stay in office for more than three years without being re-elected
by Shareholders. The Board values the importance of succession planning and progressive renewal of the Board. In this
regard, on an annual basis, the NC reviews and makes recommendation on the list of directors who are subject to retire by
rotation and whether the composition of the Board shall remain unchanged taking into consideration, among others, each
director’s competencies, commitment, contribution and performance. Such recommendations will then be submitted to the
Board for Board’s consideration thereafter. The NC is of the view that although some of the directors have multiple board
representations in other listed entities, such multiple board representations do not hinder them from carrying out their
duties as directors. Instead, these directors’ participation in other listed entities would widen the experience of the Board
and give it a broader perspective. The NC shall make recommendation to the Board for the Board to consider adopting
the recommendation of the Code to determine the maximum number of listed company board representations which any
director may hold as and when necessary.
The Company has in place a system to assess the performance of the Board as a whole, its Board Committee and the
contribution by the Chairman to the effectiveness of the Board on an annual basis (“Performance Assessment”). In
carrying out the Performance Assessment, the NC and Board take into consideration the views of each individual director.
Each director shall complete a questionnaire setting out their respective views on the performance of the Board, Board
Committees and Chairman based on various aspects such as the structure of Board and Board Committees, conduct of
meetings, corporate strategy and planning, risk management and internal controls and Company’s performance. When
assessing the overall performance of the Board, the NC and Board also take into account the directors’ number of listed
company board representations and other principal commitments as defined in the Code to determine if a director is able to
and has been adequately carrying out his duties as a director of the Company. The contribution of the Chairman is assessed
taking into consideration the role of Chairman as prescribed by the Code. The Chairman abstained from participating in his
own assessment. The results of the completed questionnaires are compiled into a summary report and the same is tabled for
review by the NC and circulated to the Board for consideration thereafter. The Board, having satisfied with its performance,
would resolve to retain the current composition of the Board taking into consideration, among others, adequate diversity of
the Board, each director’s competencies, commitment, contribution and performance.
The NC also assessed the performance of individual directors on an annual basis based on factors such as the director’s
attendance record at the meetings of Board and Board Committees, intensity of participation at meetings and the quality of
interventions. Recommendation in respect of the contribution of each individual director to the effectiveness of the Board
will be made to the Board thereafter.
Key information regarding the directors is set out in this Annual Report (“2015 Annual Report”) under the heading entitled
“Board of Directors”.
PRINCIPLE 6: ACCESS TO INFORMATION
DG: Guideline 6.1
The Board is provided with financial information, as well as relevant background information and documents relating to
items of business to be discussed at Boardmeetings prior to the scheduledmeetings. The directors may (whether individually
or as a group), in the furtherance of their duties, take independent professional advice (e.g. auditors), if necessary, at the
Company’s expense.
The Board has separate and independent access to the Management and Company Secretary at all times. The directors are
entitled to request from the Management and be provided with such additional information as needed to make informed
decisions in a timely manner.
YANLORD LAND GROUP LIMITED
ANNUAL REPORT 2015
144
