24
GDS Global Limited Annual Report 2015
CORPORATE
GOVERNANCE
Delegation by the Board
The Board has delegated certain functions to various board committees, namely the Audit Committee
(“AC”), Nominating Committee (“NC”) and Remuneration Committee (“RC”). Each of the various board
committees has its own written terms of reference and whose actions are reported to and monitored by
the Board. The Board accepts that while these various board committees have the authority to examine
particular issues and will report back to the Board with their decisions and/or recommendations, the
ultimate responsibility on all matters lies with the Board.
Key features of board processes
The dates of Board and board committee meetings as well as annual general meetings (“AGM”) are
scheduled in advance. To assist Directors in planning their attendance, the Company Secretary consults
every Director before fixing the dates of these meetings. The Board meets at least two times a year and
as warranted by particular circumstances. Ad hoc meetings are also convened to deliberate on urgent
substantive matters. Telephonic attendance and conference via audio-visual communication at Board and
board committee meetings are allowed under the Company’s Articles of Association. The details of the
number of Board and board committee meetings held in the financial year as well as the attendance of
each board member at those meetings are disclosed below.
Directors’ attendance at Board and board committee meetings in FY2015
Board
Audit
Committee
Nominating
Committee
Remuneration
Committee
Directors
No. of
Meetings
Held
(1)
No. of
Meetings
Attended
No. of
Meetings
Held
(1)
No. of
Meetings
Attended
No. of
Meetings
Held
(1)
No. of
Meetings
Attended
No. of
Meetings
Held
(1)
No. of
Meetings
Attended
Mr Michael Wong
2
2
2
2
(2)
1
1
1
1
(2)
Mr Wu Chiaw Ching
2
2
2
2
1
1
1
1
Mr Goh Boon Kok
2
2
2
2
1
1
1
1
Ms Pebble Sia Huei-Chieh
2
2
2
2
1
1
1
1
(1)
Represents the number of meetings held as applicable to each individual Director.
(2)
Attendance at meetings on a “By Invitation” basis.
Board’s approval
Matters specifically reserved for the Board’s approval are listed below:
Strategies and objectives of the Group;
Announcement of half-year and full year financial results and release of annual reports;
Issuance of shares;
Declaration of interim dividends and proposal of final dividends;
Convening of shareholders’ meetings;
Material investments, divestments or capital expenditure;
Commitments to term loans and lines of credits from banks and financial institutions; and
Interested person transactions.
Clear directions have been imposed on management that the above matters must be approved by the
Board.
