CORPORATE GOVERNANCE REPORT Rex International Holding Limited 123 4.2 The Board has established an NC which comprises three members, a majority of whom including the Chairman of the NC, are Independent Directors. As at the date of this Annual Report, the members of the NC, with the Lead Independent Director as Chairman, are as follows: Pong Chen Yih Chairman Lead Independent Non-Executive Director Mae Heng Member Independent Non-Executive Director Dr Mathias Lidgren Member Non-Independent Non-Executive Director 4.3 The Company’s process for the selection, nomination, appointment and re-appointment of Directors to the Board, including the criteria used to identify and evaluate potential new directors and channels used in searching for appropriate candidates are detailed below. Board Nomination Process The Board has adopted the following nomination process for the Company in the last financial year for selecting and appointing new directors and re-electing incumbent directors: Process for the Selection and Appointment of New Directors: 1. Determination of selection criteria • The NC, in consultation with the Board, would identify the current needs of the Board in terms of skills, experience, knowledge and gender to complement and strengthen the Board and increase its diversity. 2. Search for suitable candidates • The NC would consider candidates drawn from the contacts and networks of existing Directors and may approach relevant institutions such as the SID, professional organisations or business federations to source for a suitable candidate. 3. Assessment of shortlisted candidates • The NC would meet and interview the shortlisted candidates to assess their suitability. 4. Appointment of Director • The NC would recommend the selected candidate to the Board for consideration and approval. • The Company will provide each newly appointed Director with a formal letter of appointment setting out the Director’s duties and obligations. Process for the Re-election of Incumbent Directors 1. Assessment of Director • The NC would assess the performance of the Director in accordance with the performance criteria set by the Board. • The NC would also consider the current needs of the Board. 2. Re-election of Director • Subject to the NC’s satisfactory assessment, the NC would recommend the proposed re-election of the Director to the Board for its consideration and approval. The Constitution requires that all Directors retire from office once every three years. At each AGM, one-third of the Board (or, if their number is not a multiple of three, the number nearest to but not less than one-third) shall retire from office by rotation. A retiring Director is eligible for re-election by the shareholders at the AGM.
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