CORPORATE
GOVERNANCE
25
GDS Global Limited Annual Report 2015
Induction and training of Directors
The Board ensures that incoming new Directors are given guidance and orientation (including onsite
visits, if necessary) to get familiarised with the Group’s business and corporate governance practices upon
their appointment and to facilitate the effective discharge of their duties. Newly appointed Directors
will be provided a formal letter setting out their duties and obligations. Directors are encouraged
to constantly keep abreast of developments in regulatory, legal and accounting frameworks that are
of relevance to the Group through the extension of opportunities for participation in training courses,
seminars and workshops as relevant and/or applicable.
Briefings, updates and trainings provided for Directors in FY2015
The NC reviews and makes recommendations on the training and professional development programs to
the Board.
The Group has an open policy for professional training for all the Board members, including Executive
Director and Independent Directors. The Company endorses the Singapore Institute of Directors (“SID”)
training programs and sets a budget for such training and professional development programs. All Board
members are encouraged to attend relevant training organised by the SID or any other organisation
which provides relevant training courses for directors. The cost of such training will be borne by the
Company.
On a half-yearly basis, the Board is briefed on recent changes to the accounting standards and regulatory
updates. The Chief Executive Officer updates the Board at each meeting on business and strategic
developments of the Group.
As part of the Company’s continuing education for Directors, the Company Secretary circulates to the
Board articles, reports and press releases relevant to the Group’s business to keep Directors updated
on current industry trends and issues. News releases issued by the SGX-ST and the Accounting and
Corporate Regulatory Authority which are relevant to the Directors are also circulated to the Board.
Principle 2: Board Composition and Guidance
Board size and composition
The Board comprises four Directors, three Independent Non-Executive Directors (the “Independent Non-
Executive Directors” or the “Independent Directors” or each the “Independent Non-Executive Director”
or the “Independent Director”), and one Executive Director (the “Executive Director”).
Each year, the NC reviews the size and composition of the Board and board committees and the skills
and core competencies of its members to ensure an appropriate balance of skills, experience and
gender. These competencies include accounting and finance, business acumen, management experience,
industry knowledge, strategic planning experience, customer-based knowledge, familiarity with regulatory
requirements and knowledge of risk management. The Board considers that its Directors possess the
necessary competencies and knowledge to lead and govern the Group effectively.
Taking into account the nature and scope of the Group’s business and the number of board committees,
the Board believes that the current size and composition provide sufficient diversity without interfering
with efficient decision making.
Directors’ independence review
Director who has no relationship with the Group, its related corporations, officers or its shareholders with
shareholdings of 10% or more in the voting shares of the Company that could interfere, or be reasonably
perceived to interfere, with the exercise of the Director’s independent business judgement in the best
interests of the Group, is considered to be independent.
