CORPORATE GOVERNANCE REPORT
25
To assist in the execution of its responsibilities, the Board has established three Board Committees, namely, the
Audit Committee
(“
AC
”), the
Nominating Committee
(“
NC
”) and the
Remuneration Committee
(“
RC
”). These committees function within clear
defined terms of reference and operating procedures, which are reviewed on a regular basis. The effectiveness of each committee is
also constantly monitored.
The terms of reference and the composition of the Board Committees have been detailed in the respective sections of this report.
Board Composition and Guidance
Principle 2
:
There should be a strong and independent element on the Board, which is able to exercise objective judgment on
corporate affairs independently, in particular, from Management and 10% shareholders. No individual or small group
of individuals should be allowed to dominate the Board’s decision making.
The Board currently comprises 8 Directors, of whom 4 are independent, 2 are executive and 2 are non-executive. By having the right
competencies and diversity of experience enable each of the Directors to effectively contribute to the Company. The current size of
the Board appears sufficient and appropriate to facilitate decision making. The Board will continue to review the size of the Board on
an ongoing basis.
The independent Directors are Messrs Steven Tan Chee Chuan, Kaka Singh, Ong Sim Ho and Gabriel Teo Chen Thye. The
independence of each Director is assessed by the NC annually. Each independent Director is required to declare his independence in
writing based on the guidelines as set out in the Code. For FY 2014, the NC has determined that all the 4 independent Directors are
independent. With four of the directors deemed to be independent, the Board is able to exercise independent judgment on corporate
affairs and provide Management with a diverse and objective perspective on issues.
The composition of the Board is reviewed on an annual basis by the NC to ensure that the Board has the appropriate mix of expertise
and experience, and collectively possess the necessary core competencies for effective functioning and informed decision-making.
Each director has been appointed on the strength of his calibre, experience and stature and his potential to contribute to the proper
guidance of the Group and its business.
Chairman and Chief Executive Officer
Principle 3
:
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.
Mr. Koh Boon Hwee is the Non-Executive Chairman for FY2014 and Mr. Khoo Boo Hor is the Chief Executive Officer (“CEO”). With
effect from 1
st
January 2015, Mr Koh Boon Hwee is appointed as the Executive Chairman. The Chairman is responsible for the
workings of the Board while the CEO is responsible for implementing Group strategies and policies and conducting the Group’s
businesses. The Chairman and the CEO are not related.
The Chairman’s duties include:
a) leading the Board to ensure its effectiveness on all aspects of its role and setting its agenda;
b) ensuring accurate, timely and clear information flow to the Directors;
c) ensuring effective shareholder communication;
d) encouraging constructive relations between the Board and the Management;
e) facilitating effective contribution of Non-Executive Directors;
f) encouraging constructive relations between Executive Directors and Non-Executive Directors; and
g) promoting high standards of corporate governance.
Through the Chairman’s continuing leadership of the Board, positive relations between the Board and Management as well as between
Board members are promoted. This enables them to work cohesively and to uphold high standards of corporate governance.
