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GDS Global Limited Annual Report 2015
CORPORATE
GOVERNANCE
Evaluation process
The Company Secretary sends out a customised Board Evaluation Questionnaire (the “Questionnaire”)
and an Individual Director Assessment Checklist (the “Checklist”) to each Director for completion. The
Questionnaire is customised to seek the views of the Directors on the various aspects of the Board
performance so as to assess the overall effectiveness of the Board. The Board performance criteria
includes board size and composition, board independence, board processes, board information and
accountability, board performance in relation to discharging its principal functions and board committees
performance in relation to discharging their responsibilities set out in their respective terms of reference.
The Checklist is a self-assessment evaluation to assess the contribution by each individual Director to
the effectiveness of the Board. The individual Director’s performance criteria includes his/her knowledge,
availability and overall contribution to the effectiveness of the Board.
The completed Questionnaires and Checklists are submitted to the Company Secretary for collation
and the consolidated responses are presented to the NC for review before submitting to the Board for
discussion and determining areas for improving and enhancing the effectiveness of the Board. For the
financial year under review, the Board has performed the evaluation and is of the view that the Board as a
whole operates effectively and the contribution by each individual Director is satisfactory.
The Board has not engaged any external consultant to conduct an assessment of the effectiveness of the
Board and the contribution by each individual Director to the effectiveness of the Board. Where relevant,
the NC will consider such an engagement.
Principle 6: Access to Information
Complete, adequate and timely information
Management recognises the importance of ensuring the flow of complete, adequate and timely
information to the Directors on an ongoing basis to enable them to make informed decisions to
discharge their duties and responsibilities. To allow Directors sufficient time to prepare for the meetings,
all Board and board committee papers are distributed to the Directors a week in advance of the
meetings. Any additional material or information requested by the Directors is promptly furnished.
Management’s proposals to the Board for approval provide background and explanatory information
such as facts, resources needed, risk analysis and mitigation strategies, financial impact, regulatory
implications, expected outcomes, conclusions and recommendations. Employees who can provide
additional insight into matters to be discussed will be present at the relevant time during the Board
and board committee meetings. In order to keep the Directors abreast of the Group’s operations,
the Directors are also updated on initiatives and developments on the Group’s business as soon as
practicable and/or possible and on an on-going basis.
To facilitate direct access to management, the Directors are also provided with the names and contact
details of the management team.
Company Secretary
The Directors have separate and independent access to the Company Secretary. The Company
Secretary is responsible for, among other things, ensuring that the Board’s procedures are observed
and the Company’s Memorandum and Articles of Association, relevant rules and regulations, including
requirements of the Securities and Futures Act, Companies Act and SGX-ST Listing Manual Section B:
Rules of Catalist (the “Listing Manual”), are complied with. She also assists the Chairman and the Board
in implementing and strengthening corporate governance practices and processes, with a view to
enhancing long-term shareholder value.
The Company Secretary assists the Chairman in ensuring good information flows within the Board and its
board committees and between management and the Non-Executive Directors.
