Megachem Limited Annual Report 2015 46 3.2 The Chairman is responsible to, among others:- a) lead the Board to ensure its effectiveness on all aspects of its role; b) set the agenda and ensure that adequate time is available for discussion of all agenda items, in particular strategic issues; c) promote a culture of openness and debate at the Board; d) ensure that the directors receive complete, adequate and timely information; e) ensure effective communication with shareholders; f) encourage constructive relations within the Board and between the Board and management; g) facilitate the effective contribution of non-executive directors in particular; and h) promote high standards of corporate governance. 3.3 The Board has appointed Mr Chan Kam Loon as the Lead Independent Director and is of the view that there is sufficiently strong independent element on the Board to enable the independent exercise of objective judgement on corporate affairs 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 size and scope of the affairs and operations of the Group. The Lead Independent Director is available to shareholders where they have concerns which contact through the normal channels of the Chairman and Managing Director or Chief Financial Officer has failed to resolve or for which such contact is not appropriate. 3.4 Where necessary the independent directors shall meet without presence of the other directors and the Lead Independent Director shall provide feedback to the Chairman after such meetings. BOARD MEMBERSHIP Principle 4 There should be a formal and transparent process for the appointment and re-appointment of directors to the Board Nominating Committee 4.1 To facilitate a formal and transparent process for the appointment of directors, the Board has formed the Nominating Committee. The Nominating Committee comprises:- Mr Lee Bon Leong (Chairman and Independent Non-executive Director) Mr Chan Kam Loon (Member and Lead Independent Non-executive Director) Mr Sidney Chew Choon Tee (Member and Managing Director) The members of the Nominating Committee, including the Chairman of the committee, are independent non-executive directors except for Mr Sidney Chew Choon Tee who is the Company’s Executive Chairman and Managing Director. Corporate Governance Report
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