21
GRAND BANKS YACHTS LIMITED
ANNUAL REPORT
2016
CORPORATE GOVERNANCE REPORT
4.3 The NC is charged with the responsibility of determining
annually, and as and when circumstances require, if a
director is independent, bearing in mind the circumstances
set forth in Guidelines 2.3 and 2.4 and any other salient
factors. If the NC considers that a director who has
one or more of the relationships mentioned therein can
be considered independent, it should provide its views
to the Board for the Board’s consideration. Conversely,
the NC has the discretion to consider that a director
is non-independent even if he does not fall under the
circumstances set forth in Guideline 2.3 or Guideline 2.4,
and should similarly provide its views to the Board for the
Board’s consideration.
A director who has no relationship with the Group or its
officers that could interfere, or be reasonably perceived
to interfere, with the exercise of his independent
business judgement, is considered to be independent.
The NC conducts an annual review of directors’
independence and is of the view that Mr. Askaer-Jensen,
Mr. Chan and Mr. Weisman are independent and that,
no one individual or small group dominates the Board’s
decision-making process.
4.4 When a director has multiple board representations, he
must ensure that sufficient time and attention is given to
the affairs of each company. The NC should decide if a
director is able to and has been adequately carrying out
his/her duties as a director of the company, taking into
consideration the director’s number of listed company
board representations and other principal commitments.
Guidelines should be adopted that address the competing
time commitments that are faced when directors serve on
multiple boards. The Board should determine the maximum
number of listed company board representations which
any director may hold, and disclose this in the company’s
Annual Report.
All directors declare their board memberships annually.
The NC does not prescribe the maximum number of
listed company board representations each director can
have. The NC reviews each director on a case-to-case
basis, taking into consideration the director’s other
commitments.
The NC has reviewed and is satisfied that all directors
have devoted sufficient time and attention to the affairs
of the Group to adequately perform their duties as
directors of the Group.
None of the directors hold more than six directorships
in listed companies concurrently.
4.5 Boards should generally avoid approving the appointment
of alternate directors. Alternate directors should only be
appointed for limited periods in exceptional cases such as
when a director has a medical emergency. If an alternate
director is appointed, the alternate director should be
familiar with the company affairs, and be appropriately
qualified. If a person is proposed to be appointed as an
alternate director to an independent director, the NC and
the Board should review and conclude that the person
would similarly qualify as an independent director, before
his appointment as an alternate director. Alternate director
bear all the duties and responsibilities of a director.
The Company does not have any alternate directors.
