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UBP INTEGRATED REPORT 2022
INTRODUCTION ABOUT US MANAGEMENT APPROACH
CORPORATE GOVERNANCE REPORT
4. DIRECTOR APPOINTMENT PROCEDURES
Selection, Appointment and Re-election
The Board, through the Corporate Governance Committee and its role as a Nomination Committee (NC), follows a rigorous, formal and transparent procedure to select and appoint new Directors.
Identification & Selection
Identification and selection of Director(s) by the NC, by having regards to inter alia, the knowledge required to fill a gap on the Board, the skills required to add value and the extent to which the individual may meaningfully contribute to the affairs of the Board. The Board favours diversity, including gender, to be in line with sound principles of corporate governance.
Recommendation
The NC recommends the nomination of the Director(s) to the Board
Appointment
In accordance with the Company’s Constitution, the Board has the power to appoint any person to be a Director, either to fill a casual vacancy or as an addition to the existing Directors, such that the total number of Directors at any time does not exceed the number fixed by the Constitution.
Re-Election
A Director so appointed shall hold office only until the next following Annual Meeting of shareholders and shall then be eligible for re-election
During the year under review, the NC discussed the replacement of one of the Directors and the succession planning of the Chairman. Mr Jean-Claude Béga was nominated to replace Mr Laurent de la Hogue as Non-Executive Director.
The NC further recommended Mr Béga’s nomination as the new Chairman, effective as from July 01, 2022, based on his key attributes and wealth of experience in several sectors, thereby strengthening the Board’s competencies. The profile of Mr Béga is detailed on page 105.
The Company’s Constitution does not provide for the rotation of Directors. Although being of the opinion that the holding of office by Directors relies on their experience and knowledge of the Group’s activities to ensure that they exercise the appropriate degree of leadership, skill and judgement required to achieve a sustainable performance over the years, the Corporate Governance Committee has decided to include the re-election of all Directors on the agenda of the Annual Meeting of shareholders of the Company. The Board also continuously encourages its members to acquire new skills.