60
CORPORATE GOVERNANCE REPORT
HOTEL ROYAL
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ROYAL MEMORIES
1.5 Board Performance
Principle 5: There should be a formal annual assessment of the effectiveness of the Board as a whole and its
board committees and the contribution by each director to the effectiveness of the Board.
We believe that the Board’s performance is ultimately reflected in the long term success of the Group.
The Board ensures compliance with applicable laws and Board members act in good faith, with due diligence
and care in the best interests of the Company and its shareholders. In addition to these fiduciary duties, the
Board is charged with two key responsibilities: setting strategic directions and ensuring that the Company is ably
led. The measure of a Board’s performance is also tested through its ability to lend support to management
especially in times of crisis and to steer the Group in the right direction.
The Board through the delegation of its authority to the NC, has used its best efforts to ensure that directors
appointed to our Board possess the background, experience and knowledge in technology, business, finance
and management skills critical to the Company’s business and that each director with his special contributions
brings to the Board an independent and objective perspective to enable balanced and well-considered
decisions to be made.
The Board has implemented a process for assessing the effectiveness of the Board as a whole and for assessing
the contribution by directors to the effectiveness of the Board and the Chairman’s leadership. No external
consultant has been engaged to perform the board assessment process.
During the financial year, all directors were requested to complete a questionnaire to assess the overall
effectiveness of the Board and the Chairman. Factors evaluated include, among other matters, board structure,
meetings and accountability, access to information, risk management and internal control, management
performance, succession planning, remuneration and communication with shareholders. The results of the
questionnaire are first reviewed by the NC, tabled as an agenda for Board’s discussion to determine areas for
improvement and enhancement.
The performance of individual directors is evaluated annually and informally on a continual basis by the NC and
the Chairman. Factors taken into account are include attendance at Board and Board Committees’ meetings,
industry and business knowledge and acumen in the development of the Group’s strategy.
Renewal or replacement of Board members when it occurs, does not necessarily reflect their contributions to
date, but may be driven by the need to position and shape the Board in line with the medium term needs of
the Company and its business.
1.6 Access to Information
Principle 6: In order to fulfil their responsibilities, directors should be provided with complete, adequate and
timely information prior to board meetings and on an on-going basis so as to enable them to make informed
decisions to discharge their duties and responsibilities.
The Company recognises the importance of continual dissemination of relevant information which is explicit,
accurate, timely and vital to the Board in exercising its duties. As such, the Board expects management to
report the Company’s progress and drawbacks in meeting its strategic business objectives or financial targets
and other information relevant to the strategic issues encountered by the Company in a timely and accurate
manner.
