CORPORATE GOVERNANCE REPORT
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THE COMPANY’S COMPLIANCE AND DISCLOSURE SCORE-CARD ON THE CODE OF CORPORATE GOVERNANCE 2012 ISSUED
BY THE MONETARY AUTHORITY OF SINGAPORE (“CODE”)
The following table summarises the Company’s compliance with the Code principles. The table also sets out specific disclosures
stated in the Annual Report, including key departures from the Code.
Code Principles & Guidelines with Specific Disclosure Requirements
Compliance Page Reference
Principle 1 : The Board’s Conduct of Affairs
Every Company should be headed by an effective Board to lead and control the
Company. The Board is collectively responsible for the long-term success of the
Company. The Board works with Management to achieve this objective and
Management remains accountable to the Board.
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Guideline 1.3
Delegation of authority, by the Board to any Board Committee, to make decisions on certain
Board matters.
√
Guideline 1.4
The number of meetings of the Board and Board Committees held in the year, as well as the
attendance of every Board member at these meetings.
√
Guideline 1.5
Disclosure in the Annual Report of the types of material transactions that require Board approval.
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Guideline 1.6
Information on induction, orientation and training provided to new and existing Directors.
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Principle 2 : Board Composition and Guidance
There should be a strong and independent element on the Board, which is able to
exercise objective judgement on corporate affairs independently, in particular, from
Management and the Company’s substantial shareholders (those who own 10% or
more of the Company’s shares). No individual or small group of individuals should be
allowed to dominate the Board’s decision making.
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Guideline 2.3
• Each Director considered to be Independent by the Board.
• A Director considered to be Independent in spite of the existence of a relationship as stated
in the Code that would otherwise deem a Director not to be independent, the nature of the
Director’s relationship and the reasons for considering him as independent to be disclosed.
√
Guideline 2.4
If an Independent Director, who has served on the Board for more than 9 years from the date
of his first appointment, is considered to be independent, the reasons for considering him as
independent should be disclosed.
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Principle 3 : Chairman and Chief Executive Officer
There should be a clear division of responsibilities between the leadership of the
Board and the executives responsible for managing the Company’s business. No one
individual should represent a considerable concentration of power.
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Guideline 3.1
Relationship between the Chairman and the CEO where they are immediate family members.
√
Guideline 3.3
Every Company should appoint a Lead Independent Director where the Chairman is not an
Independent Director.
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Principle 4 : Board Membership
There should be a formal and transparent process for the appointment and
re-appointment of Directors to the Board.
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Guideline 4.1
Names of the members of the Nominating Committee (“NC”) and the key terms of reference of
the NC, explaining its role and the authority delegated to it by the Board.
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Guideline 4.4
The maximum number of listed company Board representations which Directors may hold.
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Guideline 4.6
Process for the selection, appointment and re-appointment of new Directors to the Board,
including the search and nomination process.
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Guideline 4.7
Key information regarding Directors, including which Directors are Executive, Non-Executive or
considered by the NC to be independent.
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