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GDS Global Limited Annual Report 2015
CORPORATE
GOVERNANCE
Directors’ independence review
The task of assessing the independence of the Directors is delegated to the NC. The NC reviews the
independence of each Director annually, and as and when circumstances require.
Annually, each Independent Director is required to complete a Director’s Independence Checklist
(the “Checklist”) to confirm his/her independence. The Checklist is drawn up based on the guidelines
provided in the Code. Thereafter, the NC reviews the Checklist completed by each Independent Director,
assess the independence of the Independent Directors and recommends its assessment to the Board.
The Board, after taking into account the views of the NC, determined that Mr Goh Boon Kok, Mr Wu
Chiaw Ching and Ms Pebble Sia Huei-Chieh are independent.
Directors’ time commitments and multiple directorships
The NC has adopted internal guidelines addressing competing time commitments that are faced when
Directors serve on multiple boards. The guidelines provide that, as a general rule, each Director should
hold no more than six listed company board representations.
The NC determines annually whether a Director with multiple board representations and/or other
principal commitments is able to and has been adequately carrying out his/her duties as a Director of the
Company. The NC takes into account the respective Directors’ actual conduct on the Board, in making
this determination.
The NC has reviewed and is satisfied that notwithstanding their multiple directorships, Mr Goh Boon
Kok, Mr Wu Chiaw Ching and Ms Pebble Sia Huei-Chieh who hold multiple listed company board
representations, have been able to devote sufficient time and attention to the affairs of the Group to
adequately discharge their duties as Directors of the Company. The NC is of the view that each
Director’s directorships is in line with the Company’s guideline of a maximum of six listed company board
representations and that each Director has discharged his/her duties adequately.
Succession planning for the Board and management
Currently, there is an informal succession plan put in place by the Chairman and CEO. Going forward and
at the relevant time, the NC will look into such plan in close consultation with the Chairman and CEO.
Process for selection and appointment of new Directors
The NC has put in place formal and written procedures for making recommendations to the Board on
the selection and appointment of Directors. Such procedures would be activated when a vacancy on
the Board arises or when the Board is considering making a new Board appointment either to enhance
the core competency of the Board or for purpose of progressive renewal of the Board. Notwithstanding
that the Chairman of the Board is an Executive Director, the Company maintains a very strong and
independent element on the Board with Independent Directors making up more than half of the Board.
In identifying suitable candidates, the NC may:
1.
Advertise or use services of external advisers to facilitate a search.
2.
Approach alternative sources such as the SID.
