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GDS Global Limited Annual Report 2015
CORPORATE
GOVERNANCE
The NC is tasked to determine on an annual basis and as and when the circumstances require whether
or not a Director is independent, bearing in mind the guidelines set forth in the Code and any other
salient factor which would render a Director to be deemed not independent. Each of the Independent
Directors has provided declaration of their independence to the NC. The NC has reviewed, determined
and confirmed the independence of the Independent Directors.
None of the Independent Directors has served on the Board for a period exceeding nine years from the
date of their appointments.
The Independent Directors make up more than half of the Board, which exceeds the requirements set out
in the Code. This provides a strong and independent element on the Board. This is fundamental to good
corporate governance as it facilitates the exercise of independent and objective judgement on corporate
affairs. It also ensures that key issues and strategies are critically reviewed, constructively challenged, fully
discussed and thoroughly examined.
Role of the Non-Executive Directors
The Board and management fully appreciate that an effective and robust Board whose members engage
in open and constructive debate and challenge management on its assumptions and proposals, is
fundamental to good corporate governance. A Board should also aid in the development of strategic
proposals and oversee effective implementation by management to achieve set objectives. For this to
happen, the Board and Non-Executive Directors, in particular, must be kept well informed of the Group’s
business and be knowledgeable about the industry the Group operates in.
To ensure that the Non-Executive Directors are well supported by accurate, complete and timely
information, they have unrestricted access to management.
The Group has also adopted initiatives to put in place processes to ensure that the Non-Executive
Directors have sufficient time and resources to discharge their oversight function effectively. These
initiatives include:
Regular informal meetings are held by management to brief the Non-Executive Directors on
prospective deals and potential developments at an early stage, before formal Board’s approval is
sought.
The Company has also made available on the Company’s premises an office for use by the Non-
Executive Directors at any time for them to meet regularly without the presence of management.
Principle 3: Chairman and Chief Executive Officer
The Code advocates that there should be a clear division of responsibilities between the leadership of the
Board and the executives responsible for managing the Group’s business and no one individual should
represent a considerable concentration of power.
Mr Michael Wong is the Chairman of the Board and the Chief Executive Officer (the “CEO”). He
assumes responsibility for the smooth functioning of the Board and ensures timely flow of information
between shareholders, management and the Board; sets the agenda and ensures that adequate time is
available for discussion of all agenda items, in particular strategic issues; promotes a culture of openness
and debate at the Board and ensures Independent Non-Executive Directors are able to speak freely
and contribute effectively; and promotes high standards of corporate governance. In addition, he also
assumes responsibility for running the day-to-day business of the Group; ensures implementation of
policies and strategy across the Group as set by the Board; manages the management team; and leads
the development of the Group’s future strategy including identifying and assessing risks and opportunities
for the growth of its business and reviewing the performance of its existing business.
