Corporate
Governance Report
BoardMembership
Principle 4: There should be a formal and transparent process for the appointment and re-appointment of directors to the Board.
The Board had approved the establishment of an NC comprising of a majority of independent directors, including the lead independent
director. The role of the NC under its terms of reference as approved by the Board includes making recommendations on:
(i)
the review of board succession plans for directors, in particular the Chairman and CEO;
(ii) the development of a process for evaluation of the performance of the Board, its board committees and directors;
(iii) the review of training and professional development programs for the Board; and
(iv) the appointment and re-appointment of directors.
When conducting a search for a new director, the Board will shortlist suitable candidates based on criteria which will be drawn up taking into
consideration the roles and expertise that is required of the new director and the needs of the Board. The potential candidates may originate
from various sources such as recommendations from the management and Directors, the Singapore institute of Directors or utilising external
search consultants. The shortlisted candidates will be put forth to the NC for consideration, with the final candidate as selected by the NC
being put to the Board for approval.
Under the appointment letters signed with the Independent Directors that are appointed to the Board of RHT TM, the directors are required
to put themselves up for re-nomination and re-election once every 3 years.
The NC is also tasked with ascertaining if each Director, having multiple directorships, is able and has been adequately carrying out his
duties as a Director. This review is done by the NC once a year, and takes into consideration the director’s number of listed company
board representations and other principal commitments. The NC holds the view that the number of directorships held by a Director does
not determine the performance of the Director. A Director’s performance is assessed based on a number of factors including their time
commitment towards Board meetings and discussions, their ability to draw on their experience to contribute to the strategy and decision
makings required of the Board. As such, the NC proposed with the concurrence of the Board, to not fix a limit on the number of directorships
which a Director may hold but rather to assess the performance of each Director as a whole.
Information on the directors in terms of their academic and professional qualifications is contained on pages 18–20 of the Annual Report.
The shareholdings of the Directors in RHT Group and its related corporations, board committees served on, date of first appointment,
directorships and chairmanships both present and past held over the preceding three years in other listed companies, and other principal
commitments are disclosed on page 66 of the Annual Report.
Board Performance
Principle 5: There should be a formal annual assessment of the effectiveness of the Board as a whole and its board committees and the
contribution by each director to the effectiveness of the Board.
An annual formal assessment is conducted on the effectiveness of the Board, the Board Committees and on each Director. The assessment
is conducted using an evaluation form which is constantly updated for relevance. The evaluation form seeks feedback from each Director on
a confidential basis, on their views relating to:
(a) Board composition and size;
(b) Board and Committee process;
(c)
Board’s effectiveness and training;
(d) Board’s Committees;
(e) Board Committee process;
(f)
Provision of information to the Board;
(g) Standards of conduct;
(h) Assessment of the financial performance of RHT; and
(i)
Board compensation.
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Religare Health Trust
