Page 43 - SAR141018_Forterra AR 2013

FORTERRA
ANNUAL REPORT 2013
CORPORATE GOVERNANCE
REPORT
41
The Nominating Committee comprises five (5) members, out of which three (3) are non-executive and
independent directors (including the Chairman of the Nominating Committee). The members of the
Nominating Committee are:
1. Mr. John Lee (Chairman, independent non-executive director)
2. Mr. John Lim (lead independent director)
3. Mr. Paul Cheng (independent non-executive director)
4. Mr. Eric Chung (non-executive & non-independent director)
5. Mr. Vincent Cheung (non-executive & non-independent director)
The Nominating Committee’s responsibilities are set out in the terms of reference and include, but are
not limited to the following:
(i) reviewing and assessing candidates for independent directorships and making recommendations
to the Board for the appointment and re-appointment of independent directors in accordance
with the Trustee-Manager’s Articles of Association;
(ii) review annually the composition and size of the Board which would facilitate decision making in
accordance with the Trustee-Manager’s Articles of Association;
(iii) reviewing annually the independence of directors in accordance with the BTR and the Code;
(iv) determining where an independent director has other listed company board representation
and/or other principal commitments, whether the independent director is able to and has been
adequately carrying out his duties as a member of the Board; and
(v) determining how the Board’s performance may be evaluated and proposing annual assessment
of the Board collectively and individually.
To ensure a strong and independent element exists in the Board, the terms of reference of the
Nominating Committee requires the Nominating Committee to ensure that going forward, the Board
shall comprise:
• At least a majority of the directors who shall be independent from management and business
relationships with the Trustee-Manager.
• At least a majority of the directors who shall be independent from management and business
relationships with the Trustee-Manager, and from every substantial shareholder of the
Trustee-Manager.
• At least a majority of the directors shall be independent from any single substantial shareholder
of the Trustee-Manager.
The above requirements are stricter than those prescribed under the BTR relating to the composition
of the boards of trustee-managers of registered business trusts.