ANNUAL REPORT 2015
19
Corporate Governance
Report
Each year, the Board reviews its size and composition, taking into account,
inter alia
, the scope and nature of the Group’s business and operations
and the benefits of all aspects of diversity, including but not limited to gender, age, educational background and professional experience in order
to provide the Board access to an appropriate range and balance of skills, experience and backgrounds.
The Independent Directors contribute accounting and finance knowledge, legal expertise and business management experience to the Group, and
provide the Executive Directors and management with diverse and objective perspectives of issues considered by the Board. The Independent
Directors also aid in developing the Group’s strategic process, reviewing the performance of management in meeting agreed goals and objectives,
and monitoring the reporting of performance and operating as an appropriate check and balance. The Independent Directors meet regularly on
their own without the presence of the Executive Directors and management and provide feedback to the CEO and Executive Chairman after such
meetings.
In addition, the Board places an emphasis on ensuring gender representation and diversity. At present, the Board has two (2) female Executive
Directors, namely Mdm. Tan Yong Chuan, Jacqueline, and Mrs. Christina Kong Chwee Huan.
Hence, the Board believes that its current composition and size provides an appropriate balance of skills, experience, gender, and knowledge,
which facilitates effective decision-making. The Directors hold core competencies such as accounting, finance and legal expertise, business and
management experience, industry knowledge, strategic planning experience and customer-based experience and knowledge.
Board Independence
The independence of each Director is reviewed by the NC on an annual basis based on the guidelines set out in the Code. In determining whether
a Director is independent, the NC has considered the guidelines in the Code.
Following its annual review, the Board and the NC are of the view that Mr. Tan Cher Liang, Dr. Lim Boh Soon and Mr. Richard Tan Kheng Swee are
independent, and there are no relationships that would otherwise deem any of them not to be independent.
The NC notes that under the Code, the independence of any Director who has served on the Board beyond nine (9) years from the date of first
appointment should be subject to particularly rigorous review.
At present, there are no Independent Directors who has served beyond nine (9) years since the date of his first appointment.
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. Ang Kiam Meng is the CEO and Executive Chairman of the Company. He is responsible for the overall management, operations, strategic
planning, and business development of our Group, and ensuring a cohesive working relationship among the Directors, and timeliness of
information flow between the Board and the Management.
The CEO and Executive Chairman promotes high standards of corporate governance and leads the Board to ensure its effectiveness on all aspects
of its role. As part of his administrative duties, the CEO and Executive Chairman sets the Board meeting agenda in consultation with the senior
management and company secretary of the Company, and ensures that adequate time is available for the discussion of all agenda items and that
the Directors receive complete, adequate and timely information. He also encourages constructive relations within the Board and between the
Board and management and facilitates effective contribution of the Independent Directors. In addition, the Executive Chairman is responsible for
ensuring effective communication with shareholders.
In view of the concurrent appointment of Mr. Ang Kiam Meng as the CEO and Executive Chairman, Mr. Tan Cher Liang has been appointed as the
Lead Independent Director of the Company for the shareholders in situations where there are concerns or issues which communication with the
CEO and Executive Chairman and/or Chief Financial Officer has failed to resolve, or where such communication is inappropriate. Mr. Tan Cher
Liang will also take the lead in ensuring compliance with the Code.
The NC, RC and AC are all chaired by the Independent Directors.
The Board is of the view that given the current composition of the Board, there are sufficient safeguards and checks to ensure that the process of
decision-making is carried out without the CEO and Executive Chairman being able to exercise considerable power and influence.
Led by the Lead Independent Director, the Independent Directors meet periodically without the presence of the other Directors, and the Lead
Independent Director provides feedback to the CEO and Executive Chairman after such meetings as appropriate.
