Page 21 - ar2012

Annual Report 2012
Financial Report / 19
Changes to regulatory and accounting standards having bearing on the Company’s or Directors’ obligations are also closely monitored
by management and conveyed to the Directors at Board Meetings, specially convened meetings or via written updates.
All Directors must act with objectivity in all their dealings with internal and external parties.
Principle 2 : Board Composition and Guidance
The current Board comprises 8 directors, of which 6 are non-executive Directors. Of the 6 non-executive directors, 4 are independent
Directors. The Board adopts the Code’s defnition of what constitutes an independent director and reviews the independence of each
Director, including their independence from shareholders, annually.
The size and composition of the Board is considered appropriate for its present scope of operations. The Board comprises business
leaders and professionals with diverse background and broad range of knowledge and experiences in different felds such as accounting,
fnance, management and strategic planning, providing an effective blend of business and operational expertise. The Directors’ academic
and professional qualifcations are set out in the “Board of Directors” section of this report.
Leadership renewal and succession planning is regularly considered by the Board. The Board seeks to minimise disruptions from
changes to the Board and Board Committees while recognising the value of fresh input.
While the non-executive Directors exercise no management functions in the Group, they play an important role in ensuring that the
strategies proposed by management are fully discussed and rigorously examined. They also review the performance of management in
meeting agreed goals and objectives and monitor the reporting of performance.
The Directors are also welcomed to request for further explanations, briefngs or informal discussions on any aspects of the Group’s
operations or business issues from the management. The Executive Chairman will make the necessary arrangements for the briefngs,
informal discussions or explanations required by the Directors. Accordingly, the Board is satisfed that no individual or small group of
individuals dominate the Board’s decision-making process.
Principle 3 : Chairman and Chief Executive Offcer
Mr. Kuah Kok Kim is the Executive Chairman of the Company. His responsibility is to lead the Board to ensure its effectiveness on all
aspects of its role, set its agenda, control the quality, accuracy and timeliness of the fow of information to the Board, ensure effective
communication with shareholders, encourage constructive relations between the Board and management, facilitate the effective
contribution of the Directors, encourage constructive relations between the Directors and assist in compliance with the Company’s
guidelines on corporate governance.
Mr. Kuah Boon Wee, the Chief Executive Offcer (“CEO”) of the Company, is responsible for the implementation of the Group’s strategies
and policies, and the conduct of the Group’s operations and business, through the assistance of senior management staff. The CEO will
assist the Executive Chairman in the latter’s execution of his responsibilities.
The Company’s Articles has made provisions for the Executive Chairman and CEO to be subject to the one-third rotation rule as well.
This is to separate their management roles from their position as Board members, and to enable shareholders to exercise their full rights
to select all Board members. The Board has also established various committees with the power and authority to perform key functions
beyond the authority of, or without undue infuence from, the Executive Chairman and the CEO.
Principle 4 : Board Membership
Principle 5 : Board Performance
The Company does not have a Nominating Committee and the appointment of new directors is via nominations received, assessed and
approved by the Board. In lieu of a Nominating Committee, the Board will appraise the nominees to ensure that such candidates are
of suffcient calibre and experience, and are able to contribute to the Group and its businesses. The Board is also responsible for re-
nomination of Directors, determining annually if a Director is independent, and deciding if a Director is able to and has been adequately
carrying out his duties as a Director if he has multiple board representations.
CORPORATE
GOVERNANCE REPORT