The Board is responsible for GIL’s strategic aims and corporate governance and is required to perform its duties diligently and in the best interests of Shareholders. The Board makes investment and divestment decisions for GIL, based on recommendations of the Manager. The Board determines the financial policies of GIL and is responsible for ensuring that the Manager is performing its duties under the Management Agreements.
The Board of Directors seeks to comply with the best practices as outlined in the Singapore Code of Corporate Governance 2005 (the “Singapore Code”) and with the essential practices and laws of Bermuda, as described below.

Board Matters

As part of the Corporate Governance Framework, the following principles apply on Board Matters:

Principle 1: Board of Directors’ Conduct of Affairs.

Responsibility for corporate governance and oversight of the internal workings of GIL rests with the Board of Directors. The Board of Directors has adopted formal charters of Directors’functions and pursuant to the Management Agreement has appointed the Manager to manage GIL’s day-to-day business affairs and internal workings. The Board meets at least four times per year, or more frequently as required. GIL’s Bye-laws also provide for Directors to participate in Board meetings by means of teleconference and videoconference.

In discharging its oversight functions, the Board is supported by two Board Committees to which specific areas of responsibilities are delegated. These are the Audit and Risk Management Committee (“ARMC”) and Nomination and Governance Committee (“NGC”). Each Board Committee makes decisions on matters within its terms of reference. The terms of reference and the structure of each Board Committee are reviewed from time to time.

Each Independent Director of the Board of Directors has received a letter of appointment, which details the key terms of their appointment considered necessary by the Board of Directors. The Board of Directors has adopted a code of conduct, which sets out principles and standards necessary to maintain confidence in GIL’s integrity and the protection of individuals for reporting unethical behaviour.

Directors participate in a formal induction program and have access to continuing education to update and enhance their skills and knowledge.

Principle 2: Composition and Guidance of the Board of Directors.

GIL has a NGC that, in summary, oversees the size and composition of the Board and its committees and advises the Board on good governance standards and appropriate corporate governance policies. The NGC annually reviews the independent status of directors in accordance to the definitions and guidelines set out in the Code of Corporate Governance 2005 to ensure a strong and independent element on the Board. The NGC conduct evaluations to maintain an appropriate balance of expertise and skills sets amongst the Directors, consisting of their competencies and knowledge in the areas of legal, accounting or finance, investment and risk management experience, business or management experience, strategic planning experience and customer-based experience. Currently, the Board comprises five members, three of whom are Independent Directors. Mr Adrian Chan, Mr Ronald Seah and Mr Tan Kok Wee have contributed their deep knowledge in legal components, strong expertise in corporate governance and extensive experience in structured finance respectively to the Board.

Principle 3: Chairman and Chief Executive Officer.

GIL has a non-executive, non-independent Chairman of the Board. However, three out of the five Directors on the GIL Board are independent. The Deputy Chairman (being the only Manager Nominated Director) would abstain from voting in respect of any transaction where an entity within the Temasek Group is a party. In addition, there are no special or additional voting powers conveyed to the Chairman of the Board of Directors.

There is no Chief Executive Officer of GIL given that it has appointed the Manager to manage the Company.

Principle 4: Board of Directors Membership.

The NGC’s responsibilities include overseeing a continual renewal and membership assessment process of the Board for good corporate governance purposes. This committee comprises three Directors, two of whom are Independent Directors. The Chairman of the committee is Mr Adrian Chan. The other committee members are Mr Boon Swan Foo and Mr Ronald Seah.

The NGC coordinates the assessment of the performance of the Board as a whole and its individual Directors, and determines annually if a Director should be considered independent. A Director serving on the Board for more than nine years from the date of his or her first election ceases to be independent. GIL would actively search for new directors within 3 years prior to the expiry of the term of any directors. The Manager has its own succession planning for its senior management and its performance in managing GIL would be reviewed annually by the Board.

When a Director has multiple board representations, he or she must ensure that sufficient time and attention is given to the affairs of each company. The Board has determined the maximum number of listed company board representations which any Director may hold concurrently at 7.

The NGC also reviews the size and composition of the Board and recommends the number of Directors that shall comprise the Board. The NGC, with the assistance of the Manager, identifies and recommends to the Board the relevant Directors whom are due for retirement, election or re-election at each Annual General Meeting (“AGM”), and for any appointment that is expected or has arisen between AGM’s.

Under the GIL Bye-laws, the Director (other than a Manager Nominated Director) to retire by rotation in each subsequent annual general meeting shall be those who have been longest in office since their last re-election or appointment, and a retiring Director is eligible for reelection. The Manager Nominated Directors remain in office for a fixed term of five years after appointment, and their term of office is renewable for a further term of three years at the option of the Manager.

Principle 5: Board Performance.

As part of the process of assessing the effectiveness of the Board as a whole and the contributions by each Director, the NGC coordinates formal assessment of the performance of individual Directors, the Board and the Board Committees on an annually basis. The Board, individual Director and Board Committee performance evaluation by each Director are completed in the form of an assessment survey covering performance criteria and competencies agreed by the NGC.

Board and Board Committee Performance Evaluation

Each board member is required to complete a Board and Board Committee Performance Questionnaire and submit directly to the NGC for evaluation. The questionnaire assessed the areas such as the Board size and composition, corporate integrity, strategic review, the knowledge and skills sets appropriateness within the Board and Board Committee to maximise performance, the working relationship between the Board and its committees and the working relationship between the Board members.

Individual Director Evaluation

Each Director is required to complete an Individual Director Questionnaire to appraise the performance and contribution of each Individual Director sitting on the Board. The questionnaire allows each Director to assess their fellow directors in the areas of their respective performance, contribution, knowledge on key drivers, risks and opportunities, and special expertise beneficial to the Board, and also give suggestions on what the respective Director should improve on or do differently.
Upon completion of the abovementioned evaluations by all Board members on Board performance, the NGC will assess the results of the survey and report on key findings and recommendations to the Board. The NGC will supplement the evaluation of the Board Committee performance with self-reviews conducted by each of the Board Committees against the responsibilities set out in their respective charters, and report any key findings and recommendations to the Board. For Individual Director Evaluation, the NGC will identify areas for improvement and suggest it to the Board and the Directors for consideration. The open discussion between the NGC and the Board members will allow each Individual Director to discharge his duties more effectively.

Principle 6: Access to Information.

The Manager provides Board members with complete, adequate and timely information in advance of Board meetings and on an ongoing basis. The Directors have independent access to the Manager and Company Secretary at all times. The Company Secretary has defined responsibilities as set out in the services agreement entered into with the Manager of GIL, and removal of the Company Secretary is a matter for the Board as a whole.

Each Director is entitled to seek independent professional advice (including, but not limited to, legal, accounting and financial advice) at GIL’s expense on any matter concerned with theproper discharge of his or her responsibilities as a Director.

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