SEO Version
FORTERRA
ANNUAL REPORT 2013
CORPORATE GOVERNANCE
REPORT
42
In August 2013, wholly-owned subsidiaries of Nan Fung International Holdings Ltd (“Nan Fung”)
completed the acquisition of 100% equity in the Trustee-Manager and the Property Manager (the
“Acquisition”). Concurrently, Nan Fung acquired 26.90% of the units in issue of Forterra and 3.08% of
the units in issue by certain put and call options, which were subsequently exercised on 21 January 2014.
In connection with the Acquisition, a review of the Board composition was undertaken, and the following
additions and changes were made to the Board:
•
Mr. Eric Chung and Mr. Vincent Cheung were appointed as non-executive and non-independent
directors on 28 August 2013;
•
Mr. Paul Cheng, Mr. John Lim and Mr. John Lee were appointed as independent non-executive
directors on 10 October 2013. Mr. Eric Chung was appointed as Chairman of the Board and Mr.
Lim, the lead independent director, both on the same day;
•
Mr. Andrew Seah and Mr. Nelson Tang were appointed as executive and non-executive
non-independent directors, respectively, on 22 November 2013;
•
Mr. Richard Barrett and Mr. Rory Williams resigned as non-executive and non-independent
directors on 28 August 2013; and
•
Mr. Graham Sugden, Mr. Richard David and Mr. Steven Xu resigned as directors of the Board on
10 October 2013. Mr Graham Sugden, Mr. Richard David and Mr. Steven Xu also ceased to be the
Chairman, the CEO and the Deputy Chairman respectively, on the same day.
In respect of all future Board appointments, the identification of potential candidates will take into
consideration the collective skills, experience and diversity of the Board at that time and the assessed
needs of Forterra, and will involve a search from a broad base of relevant sources. Suitable candidates
will be carefully evaluated (in the case of non-independent directors) by the Board and (in the case
of independent directors) the Nominating Committee on the basis of their qualifications, attributes,
past experience, independence or otherwise and ability to add value through their contributions or
contacts, to the Management of the Trustee-Manager and the business of Forterra. New independent
directors are appointed by way of a Board resolution after the Nominating Committee recommends
their appointments to the Board for approval. Upon appointment to the Board, each new director is
provided with a formal letter setting out the director’s duties and obligations to the Trustee-Manager
and Forterra. The Board has not appointed any alternate directors.
Under the memorandum and articles of association of the Trustee-Manager, each director will serve a
24-month term. As a result, each director will step down or submit himself for re-election at a general
meeting of the Trustee-Manager at least once in every two (2) years.
For FY 2013, the Board considered its performance as a group, and individually, taking into account
factors such as director’s participation, and his time and attention to the affairs of Forterra as part
of the performance evaluation. Each director has also provided a confirmation to the Board on his
ability to devote sufficient time and attention to the affairs of Forterra, having regard to all his other
commitments. The Board has reviewed and is satisfied that all directors have devoted the necessary
time and attention to the affairs of Forterra during FY 2013 and, therefore, does not see the need, at
this time, to set any limit on the number of other listed company board representations on its directors.
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