CORPORATE
GOVERNANCE
27
GDS Global Limited Annual Report 2015
The Board has not adopted the recommendation of the Code to have separate Directors appointed as
the Chairman and the CEO. This is because the Board is of the view that there is already a sufficiently
strong independent element on the Board to enable independent exercise of objective judgement on
affairs and operations of the Group by members of the Board, taking into account factors such as the
number of Independent Directors on the Board as well as the contributions made by each member at
meetings which relate to the affairs and operations of the Group. The Board is satisfied that one person is
able to effectively discharge the duties of both positions.
The Board has also appointed Mr Wu Chiaw Ching as the Lead Independent Director to co-ordinate and
lead the Independent Directors to provide a non-executive perspective and contribute to a balance of
viewpoints on the Board. He is the principal liaison on board issues between the Independent Directors
and the Chairman. He is available to shareholders with concerns, when contact through the normal
channels via the Chairman and CEO, and/or Chief Financial Officer (the “CFO”) has failed to provide
satisfactory resolution, or when such contact is inappropriate.
All the board committees are chaired by Independent Directors and more than half of the Board consists
of Independent Directors.
Principle 4: Board Membership
NC composition
The NC consists of three Independent Non-Executive Directors and one Executive Director, the majority
of whom, including the NC Chairman, are independent:
Mr Goh Boon Kok - Chairman
Mr Wu Chiaw Ching - Member
Ms Pebble Sia Huei-Chieh - Member
Mr Michael Wong - Member
The NC, which has written terms of reference, is responsible for making recommendations to the Board
on all board appointments and re-appointments. The key terms of reference of the NC include the
following:
Review and recommend to the Board on the appointment and re-appointment of Directors
(including alternate Directors, if applicable).
Review the skills required by the Board and the size of the Board.
Determine annually whether or not a Director is independent.
Develop a process for evaluating the performance of the Board, its board committees and
Directors and implementing such process for assessing the effectiveness of the Board as a whole
and the contribution of each individual Director.
Evaluate whether or not a Director is able to and has been adequately carrying out his/her duties
as a Director of the Company.
Make recommendation to the Board in determining the maximum number of listed company board
representations which any Director may hold.
Review the training and professional development programs for the Board.
Review the Board’s succession plans for Directors, in particular, the Chairman and the CEO.
