SECTION 3: NOMINATION AND APPOINTMENT PROCESS

54 | Nominating Committee Guide 3.8.2 The appointment of a new director by the Board must be formalised with a Board resolution. If the new appointee is also to be appointed to any Board Committees, such appointment can be included under the same resolution. 3.8.3 Upon the appointment of each director, the Chairman should send a letter welcoming him to the position and setting out his duties and obligations. For the appointment of an ED, it could be useful for the appointment letter (and the employment contract) to explicitly link the directorship to the employment. This allows the Board to require an ED to step off the Board when his employment terminates. 3.8.4 In accepting a directorship, a new director has to sign the ACRA Form 45 (Consent To Act As Director And Statement Of Non- Disqualification To Act) for submission to ACRA. This form is attached in Appendix 3D. 3.8.5 In addition, the company is required to immediately make an announcement of the director’s appointment on SGXNet 34 . The specific information to be disclosed is contained in Appendix 7.4.1 of the Mainboard Rules and Appendix 7F of the Catalist Rules (see Appendix 3E). For any appointment or reappointment of a director to the AC, the company must also state in the announcement whether the Board considers the director to be independent. 3.8.6 Given that the NC is responsible for reviewing the Board’s composition, and identifying the necessary skills and experience when proposing directors, it should also provide input to the Board on Board Committee memberships after consulting with the respective Committee Chairmen. 34 MR 704(7) and CR 704(6). 3B-5 3D 3E 3A-1 3A-13 3A-12 3A-12