CORPORATE
GOVERNANCE
23
GDS Global Limited Annual Report 2015
GDS Global Limited (the “Company” or “GDS”) and its subsidiaries (the “Group”) are committed
to maintaining a high standard of corporate governance in complying with the Code of Corporate
Governance (the “Code”) which forms part of the continuing obligations of the Singapore Exchange
Securities Trading Limited (“SGX-ST”)’s listing rules. The Group has complied with all the principles and
guidelines set out in the Code.
This report describes the Group’s corporate governance practices that were in place throughout the
financial year ended 30 September 2015 (“FY2015”).
BOARD MATTERS
Principle 1: The Board’s Conduct of its Affairs
The primary function of the Board of Directors (the “Board”) is to provide effective leadership and
direction to enhance the long-term value of the Group to its shareholders and other stakeholders. The
Board oversees the business affairs of the Group. The Board has the overall responsibility for reviewing
the strategic plans and performance objectives, financial plans, key operating initiatives, major funding
and investment proposals, financial performance reviews and corporate governance practices.
In addition, the principal duties of the Board include:
Setting the Group’s strategic objectives and ensuring that the necessary financial and human
resources are in place for the Group to meet its objectives.
Overseeing the process for evaluating the adequacy of internal control, risk management, financial
reporting and compliance.
Reviewing the performance of management and overseeing succession planning for management.
Setting the Group’s values and standards (including ethical standards) and ensuring the obligations
to shareholders and other stakeholders are understood and met.
Considering sustainability issues as part of the strategic formulation.
Independent judgement
All Directors exercise due diligence and independent judgement and make decisions objectively in the
best interests of the Group.
The current members of the Board and their membership on the board committees of the Company are
as follows:
Directors
Board Membership
Audit
Committee
Nominating
Committee
Remuneration
Committee
1 Mr Michael Wong
Chairman, Executive Director
and Chief Executive Officer
–
Member
–
2 Mr Wu Chiaw Ching
Independent
Non-Executive Director
Chairman
Member
Member
3 Mr Goh Boon Kok
Independent
Non-Executive Director
Member
Chairman
Member
4 Ms Pebble Sia Huei-Chieh Independent
Non-Executive Director
Member
Member
Chairman
Currently, the Board comprises four members. There is a strong and independent element on the
Company’s Board. Of the four members, three are Independent Non-Executive Directors.
