20
GRAND BANKS YACHTS LIMITED
ANNUAL REPORT
2016
CORPORATE GOVERNANCE REPORT
Board Membership
Principle 4:
There should be a formal and transparent process for the appointment and re-appointment of directors to
the Board.
Guidelines Of The Code
Grand Banks Corporate Governance Practices
4.1 The Board should establish a NC to make recommendations
to the Board on all board appointments, with written terms
of reference which clearly set out its authority and duties.
The NC should comprise at least three directors, the
majority of whom, including the NC Chairman, should be
independent. The lead independent director, if any, should
be a member of the NC. The Board should disclose in the
company’s Annual Report the names of the members of the
NC and the key terms of reference of the NC, explaining its
role and the authority delegated to it by the Board.
The NC, whose terms of reference are approved by
the Board, is comprised of two independent directors
and one non-executive non-independent director. The
Group’s NC met one time this past year.
Please refer to Table A for the composition of the
Committee.
4.2 The NC should make recommendations to the Board on
relevant matters relating to:
(a)
the review of Board succession plans for directors,
in particular, the chairman and for the CEO;
(b)
the development of a process for evaluation of the
performance of the Board, its Board Committees
and directors;
(c)
the review of training and professional development
programs for the Board; and
(d)
the appointment and re-appointment of directors
(including alternative directors, if applicable).
Important issues to be considered as part of the process
for the selection, appointment and re-appointment of
directors include composition and progressive renewal of
the Board and each directors’ competencies, commitment,
contribution and performance (e.g. attendance,
preparedness, participation and candour) including, if
applicable, as an independent director.
All directors should be required to submit themselves for
re-nomination and re-appointment at regular intervals and
at least once every three years.
The NC makes recommendations to the Board on
all Board appointments and on the composition of
executive and independent directors of the Board. It
is also charged with re-nominating directors who are
retiring by rotation as well as determining annually
whether or not a director is independent.
In accordance with the Constitution of the Company,
one-third of the members (or, if the number is not
three or a multiple of three, then the number nearest
to one-third) of the Board of Directors shall retire from
office annually.
The Board recognizes the contribution of its directors
who over time have developed deep insight into the
Group’s operations and industry and who are therefore
able to provide invaluable contributions to the Group.
As such, the Board has not set a fixed term of office for
any of its directors.
