recommending the number of directors to comprise the Board of Directors;
proposing candidates for directorships for consideration by the Board of Directors having regard to the desired composition as stated in the Board Charter;
informing the Board of Directors of the names of Directors who are retiring in accordance with the provisions of GIL's Bye-laws and making recommendations to the Board of Directors as to whether the Board of Directors should support the re-nomination of that retiring Director. In order to make these recommendations, the NGC reviews the retiring director's performance during the period in which the director has been a member of the Board of Directors;
periodically assessing the skills required to discharge the duties of the Board of Directors having regard to GIL's strategic direction;
advising the Board of Directors on corporate governance standards, and on the adoption or amendment of corporate governance policies that would be appropriate for GIL;
reviewing annually GIL's compliance with its corporate governance policies and procedures, and reporting to the Board of Directors on the results of the review together with any recommendations of the committee; and
monitoring developments in the law and practice of corporate governance.

The Chairman is Adrian Chan. The other committee members are Boon Swan Foo and Ronald Seah.

Audit and Risk Management Committee ("ARMCO")

The ARMCO assists the Board of Directors in overseeing the risk management framework by reviewing any matters of significance affecting financial reporting and internal controls of GIL, and has the duty of, among other things:

assisting the Board of Directors in fulfilling its oversight responsibilities for the financial reporting process, the system of internal control relating to all matters affecting GIL's financial performance, the audit process, and GIL’s process for monitoring compliance with laws and regulations and internal policies;
reviewing the external auditor’s proposed audit scope and approach;
reviewing the effectiveness of GIL’s internal controls regarding all matters affecting its financial performance and financial reporting, including information technology security and control;
reviewing the financial statements for the quarter and full year, and considering whether they are complete, consistent with information known to committee members, and reflect appropriate accounting policies and principles;
making recommendations to the Board of Directors on the appointment or re-appointment of external auditors, the audit fee and resignation or dismissal of GIL's external auditors;
obtaining regular updates from management and the Company Secretary regarding compliance matters; and
reviewing and monitoring related party transactions, and investments involving GIL and its directors.

The Chairman is Tan Kok Wee. The other committee members are Adrian Chan and Ronald Seah.

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