SECTION 3: NOMINATION AND APPOINTMENT PROCESS

58 | Nominating Committee Guide and whether the approval from all shareholders, as well as shareholders excluding the directors, CEO and their associates, have been obtained. In such cases, the reasons for considering him still independent should be disclosed. 3.10 Cessation of Directorships 3.10.1 A directorship may come to an end in any of the following ways: • Retirement at AGM . Retiring directors include any director (i) who is required by law or the company’s constitution to retire at the general meeting by reason of his age; and (ii) who wishes to retire and not seek reelection. Retirement at the AGM is the most common way for directors to end their service. • Failure to be (re-)elected at AGM/EGM . Directors will be required to submit themselves for election at an AGM under certain circumstances. First, if they have been appointed by the Board during the year, the appointment has to be confirmed by election at the next AGM. Secondly, they may have to retire by rotation and wish to seek reelection. Typically, a company’s constitution will include a provision that at least one‐third (or the number nearest to, but not greater than one‐third in cases where the number of directors is not a multiple of three) of the Board shall retire from office at each general meeting by rotation and seek reelection. Shareholders have the authority to disapprove the appointment or reappointment of any director during a general meeting which would then lead to the cessation of directorship for the director. • Resignation . Directors are free to resign from office if the resignation procedure complies with the company’s constitution and the company has at least one of the remaining directors still resident in Singapore 39 . However, it is not ideal for a director to resign during his term. Resignation is a sensitive and complex issue that may impact stakeholder confidence and cause a gap in terms of the Board’s collective skill sets and knowledge. Resignation should be considered carefully and as a last resort. 39 Section 145(5) of the Companies Act. 3A-15