CORPORATE
GOVERNANCE
29
GDS Global Limited Annual Report 2015
3.
Consider candidates from a wide range of backgrounds from internal or external sources.
4.
After short listing the candidates, the NC shall:
(a)
consider and interview all candidates on merit against objective criteria, taking into
consideration that appointees have enough time available to devote to the position; and
(b)
evaluate and agree to a preferred candidate for recommendation to and appointment by the
Board.
Process for re-appointment of Directors
The NC is responsible for re-appointment of Directors. In its deliberations on the re-appointment of
existing Directors, the NC takes into consideration the Director’s contribution and performance.
All Directors submit themselves for re-nomination and re-appointment at regular intervals of at least
once every three years. Article 114 of the Company’s Articles of Association provides that one-third of
the Directors (or, if their number is not a multiple of three, the number nearest to but not lesser than
one-third) shall retire from office by rotation and be subject to re-appointment at the Company’s AGM.
Pursuant to the one-third rotation rule, Mr Michael Wong will retire and submit himself for re-appointment
at the forthcoming AGM.
Mr Goh Boon Kok who is over the age of 70 was re-appointed as Director to hold office from the date
of the last AGM (held on 23 January 2015) until the forthcoming AGM pursuant to Section 153(6) of the
Companies Act. Section 153(6) of the Companies Act was repealed when the Companies (Amendment)
Act 2014 came into effect on 3 January 2016. As his appointment will lapse at the forthcoming AGM,
Mr Goh Boon Kok will have to be re-appointed to continue in office. Upon his re-appointment at the
conclusion of the forthcoming AGM, going forward, Mr Goh Boon Kok’s re-appointment will no longer be
subject to shareholders’ approval under Section 153(6) of the Companies Act as repealed. Mr Goh Boon
Kok will then be subject to retirement by rotation under the Company’s Articles of Association.
The NC is satisfied that the Directors retiring at the forthcoming AGM are properly qualified for re-
appointment by virtue of their skills, experience and their contribution of guidance and time to the
Board’s deliberations.
Mr Michael Wong who will submit himself for re-appointment at the forthcoming AGM is deemed
interested in 79.02% of the Company’s ordinary shares as he owns 80 ordinary shares representing
80.00% of the issued share capital of the Company’s ultimate holding company, D’Oasis Pte Ltd.
Mr Goh Boon Kok who will submit himself for re-appointment at the forthcoming AGM does not have
any relationships with the Group, its Directors, its officers or its shareholders with shareholdings of 10% or
more in the voting shares of the Company.
Principle 5: Board Performance
The Board has implemented a process carried out by the NC for assessing the effectiveness of the Board
as a whole and the contribution by each individual Director to the effectiveness of the Board on an annual
basis.
