102 STRATEGICALLY ADVANCING The Board notes that the NRC currently comprises four (4) members, of whom half, consisting of two (2) NRC members, including the NRC Chairman, are independent. The Board has assessed and determined that the current composition of the NRC is consistent with Principles 4 and 6 of the CG Code for the following reasons: (i) the NRC members who are not Independent Directors, namely, Mr. Shen Jinchu, Jeffrey (“Mr. Shen”) and Mr. Stuart Gibson (“Mr. Gibson”), are Non-Executive Directors who are not part of the Management, and furthermore, do not receive any remuneration (whether by way of salary or Director’s fees or otherwise) from the Manager; (ii) the Board is of the view that all the members of the NRC possess the requisite degree of objectivity and independence and are able to exercise objective judgment in relation to the selection, appointment and re-appointment of Directors as well as the development of remuneration policies and making recommendations as to remuneration to the Board; (iii) in any case, the Manager’s Policy on Conflict of Interest mandates that all Directors promptly notify the Board upon becoming aware of any potential or perceived conflict of interest. They are then required to recuse themselves and abstain from participating in discussions and voting on matters where such conflicts exist; and (iv) the NRC is made up of Directors who, as a group, provide the NRC with the requisite skills, competence, experience, company and industry knowledge as well as diverse perspectives that help the NRC fulfil the responsibilities set out in its terms of reference. Consistent with (iv) above, the NRC members were selected taking into account each member’s ability to contribute to the NRC’s functions based on their background, experience and expertise. Specifically, Mr. Shen and Mr. Gibson bring to the NRC their broad industry knowledge and insights which would be relevant to the NRC’s responsibilities. The NRC is guided by its written terms of reference with principal functions as follows: • reviewing the composition of the Board and Board Committees; • making recommendations to the Board on the appointment or removal of directors (including alternate directors) to the Board and Board Committees; • making recommendations to the Board on the appointment of CEO; • reviewing and recommending to the Board on the development and maintenance of a succession plan for the Directors and the CEO; • overseeing the development by CEO of a succession plan for the key management personnel of the Manager (the “KMP”) (other than the CEO); • overseeing the appointment and removal of the KMP (other than the CEO); • making recommendations to the Board on the process and criteria for the evaluation of the performance of the Board, the Board Committees and the Directors; • reviewing and making recommendations to the Board on training and professional development programmes for the Board and the Directors; • reviewing and recommending to the Board on a framework of remuneration and specific remuneration packages for the Board, Directors and the CEO; • reviewing and recommending to the Board on a framework of remuneration and specific remuneration packages for the KMP (other than the CEO) as put forward by the CEO; and • determining annually, and as and when circumstances require, if a Director is independent, having regard to the requirements under applicable laws and regulations. The Board is cognisant of Provisions 4.2 and 6.2 of the CG Code that the NRC should comprise at least three directors, the majority of whom, including the NRC chairman, are independent. In the event that the practices of the Manager vary from any provisions of the CG Code, the Manager is required to state in its annual report, the provision from which it has varied, explain the reason for variation and explain how the practices it had adopted are consistent with the intent, aim and philosophy of the relevant principle of the CG Code.
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