Maquinaria de movimiento de tierras

• the size of the board is optimum for the effective discharge of the board’s function and that there is appropriate mix of skills and core competencies in the composition of the board;

• all members of the board are suitably qualified to hold their positions as directors in view of their respective academic and professional qualifications, competencies, experiences, commitment, contribution and performance;

• all the directors at the date of this annual report have updated their knowledge and enhance their skills through appropriate continuing education programmes during the financial year ended 31 December 2015;

• all the independent directors except for Dato’ Jorgen Bornhoft as at the date of this annual report have not served for a period exceeding 9 years; and

• Dato’ Jorgen Bornhoft is capable of acting objectively in the best interest of the Company and has demonstrably proven to be in compliance with all the requirements to be independent in accordance with the Listing Requirements and has been recommended to the board to continue in office as independent director of the Company.

Company secretaries are appointed by the board and are persons who are capable of carrying out the duties which the post entails, providing effective support to the chairman to ensure the effective functioning of the board. Their removal is a matter for the board as a whole.

Reappointment and Re-election of Directors

Pursuant to section 129(6) of the Companies Act, 1965, directors who are over the age of 70 years shall retire at every annual general meeting (AGM) and may offer themselves for reappointment to hold office until the next AGM.

In accordance with the Company’s articles of association, directors who are appointed by the board during the year, shall hold office only until the next AGM and shall be eligible for re-election by the shareholders. In addition, at the AGM in every calendar year, 1/3 of the directors including the managing director shall retire from office at least once every 3 years and shall be eligible for re-election by shareholders.

During the year, the nominating committee had reviewed both the independence and performance of 3 independent and 1 non-independent non-executive directors who are due for reappointment and/or re-election at the forthcoming AGM. Based on the satisfactory outcome of the said review, the nominating committee had made recommendations to the board for their reappointment and/or re-election.

Directors’ Training and Education

On joining, all new directors are given background information describing the Company and its activities. Site visits are arranged whenever necessary. All the directors holding office as at the date of this annual report have completed the mandatory accreditation programme as specified by Bursa Malaysia Securities Berhad (the Exchange).

The Company is mindful of the importance of continuous training and education for the directors to enable the directors to effectively discharge their duties. Where appropriate, talks and seminars are organised for the directors to keep abreast with any changes in the relevant statutory and regulatory requirements.

The directors are also encouraged to attend various external professional programmes on a continuous basis to ensure that they are kept abreast on various issues facing the changing business environment within which the Group operates. Details and updates of directors’ training and continuous professional education are tabled to the board at each board meeting.

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Hap Seng Consolidated Berhad • Annual Report 2015

STATEMENT ON CORPORATE GOVERNANCE

The directors had during the financial year ended 31 December 2015, evaluated their own training needs on a continuous basis and attended the following programmes:

Directors Training Programme Duration

Dato’ Jorgen Bornhoft Invest Malaysia Kuala Lumpur ½ day

Directors Corporate Governance Series

Building Effective Finance Function: From Reporting to Analytics to Strategic Input

½ day Directors’ Continuing Education Programme 2015 1 day Amendments to MFRS 141: Agriculture – Bearer Plants

Sustainability Reporting 1 hour

MFRS 15: Revenue from Contracts with Customers – Property Division

Amendments to MFRS 116 and MFRS 141: Agriculture – Bearer Plants ½ hour

Datuk Edward Lee Ming Foo, JP CAP 10 ASEAN CEO Summit: Pathways to your ASEAN Prosperity 1 day Driving Results – The Importance of Execution 2 hours Invest Malaysia Kuala Lumpur 1 ½ days Directors Corporate Governance Series

Building Effective Finance Function: From Reporting to Analytics to Strategic Input

½ day HSBC Forum: RMB and China’s Global Future ½ day Rabobank’s Exclusive Business Forum ½ day Amendments to MFRS 141: Agriculture – Bearer Plants

Sustainability Reporting 1 hour

MFRS 15: Revenue from Contracts with Customers – Property Division

Amendments to MFRS 116 and MFRS 141: Agriculture – Bearer Plants ½ hour

Mr. Lee Wee Yong Half-day Q & A Session with YBhg Dato’ Subromaniam 1 day HSBC Forum: RMB and China’s Global Future ½ day Advocacy Session on Management Discussion and Analysis for

Chief Executive Officers and Chief Financial Officers ½ day Amendments to MFRS 141: Agriculture – Bearer Plants

Sustainability Reporting 1 hour

MFRS 15: Revenue from Contracts with Customers – Property Division

Amendments to MFRS 116 and MFRS 141: Agriculture – Bearer Plants ½ hour

Ms. Cheah Yee Leng Driving Results – The Importance of Execution 2 hours Crisis Management & Corporate Governance – Governance Tools

to Help Companies Prevent & Manage Crisis 1 day Amendments to MFRS 141: Agriculture – Bearer Plants

Sustainability Reporting 1 hour

MFRS 15: Revenue from Contracts with Customers – Property Division

65

Hap Seng Consolidated Berhad • Annual Report 2015

STATEMENT ON CORPORATE GOVERNANCE

Directors Training Programme Duration

Datuk Simon Shim Kong Yip, JP Amendments to MFRS 141: Agriculture – Bearer Plants

Sustainability Reporting 1 hour

MFRS 15: Revenue from Contracts with Customers – Property Division

Amendments to MFRS 116 and MFRS 141: Agriculture – Bearer Plants ½ hour

Lt. Gen. (R) Datuk Abdul Aziz Bin

Hasan International Directors Summit 2015 – inculcating innovation, catalysing growth through Public-Private Partnership 2 days Current trends in shareholders activism and predicting financial

crime-detection, prevention and remediation ½ day YTI Public Lecture Series 2015

Light and Shadow in the Boardroom: Reflections on Board Evaluation and Development

½ day Directors Corporate Governance Series

Building Effective Financial Function: From Reporting to Analytics to Strategic Input

½ day Yayasan Tun Ismail Lecture Series 2015 – Revisiting Islamic

Philanthrophy for Sustainable Opportunities Finance 1 day Financial Freedom: Growing Dreams by Suze Orman ½ day Sustainability Symposium – Responsible Business, Responsible

Investing 1 day

MFRS 15: Revenue from Contracts with Customers – Property Division

Amendments to MFRS 116 and MFRS 141: Agriculture – Bearer Plants ½ hour

Dato’ Mohammed

Bin Haji Che Hussein Nominating Committee Programme Part 2: “Effective Board Evaluations” 1 day CG Breakfast Series with Directors: The Board’s response in light of

rising shareholders engagements ½ day

Mr. Ch’ng Kok Phan Corporate Governance Director’s Workshop: The Interplay between

CG, Non-Financial Information (NFI) and Investment Decision ½ day MFRS 15: Revenue from Contracts with Customers – Property Division

Amendments to MFRS 116 and MFRS 141: Agriculture – Bearer Plants ½ hour CG Breakfast Series with Directors: “Board Reward & Recognition” ½ day

Mr. Leow Ming Fong

@ Leow Min Fong -*

Mr. Tan Ghee Kiat National Tax Conference 2015 2 days

(resigned on 24 February 2016) Seminar Percukaian Kebangsaan 2015 1 day Comparative Analysis of the PERS, MPERS and MFRS Frameworks 2 days

66

Hap Seng Consolidated Berhad • Annual Report 2015

STATEMENT ON CORPORATE GOVERNANCE