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MTQ Corporat ion Limi ted Annual Repor t 2012/13 21
CORPORATE GOVERNANCE REPORT
To assist newly appointed Directors in discharging their duties, they are provided with an orientation on the background information
about the Group’s history, business operations, its strategic directions and governance practices. Upon the appointment of each
new Director, the Company will provide a formal letter to the Director, which sets out the Director’s duties and obligations. Incoming
Directors are also given full access to the past years’ annual reports and minutes of the Board meetings.
Subsequent to appointment, all Directors are kept informed of relevant training organised by the Group or organised externally for
their participation, and are encouraged to go, for other appropriate courses and training on their own accord to ensure that they
are kept updated on relevant legal development or changes and best practice, as well as changing commercial and other risks. The
Group believes that such training and updates are key inputs to continued effective Board performance. During the year, the Board
was briefed and/or updated on the following: (1) revisions under the 2012 Code; and (2) changes to the disclosure regime under the
Securities and Futures Act.
Changes to regulatory and accounting standards which have 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 Board presently comprises seven directors, of which six are non-executive Directors. The Board adopts the Code’s definition
of an independent director and reviews the independence of each Director annually. With effect from 6 May 2013, both Mr. Ong
Choo Eng and Mr. Christopher Ho Han Siong have been re-designated as Independent Directors of the Company in accordance
with the guidelines set out in the 2012 Code. With the re-designation, other than the Chairman, all the non-executive Directors are
independent Directors. Both Mr. Ong Choo Eng and Mr. Huang Yuan Chiang have served on the Board for more than 9 continuous
years. The Board is of the view that their length of service has not compromised these Directors’ objectivity and commitment in
discharging their duties as directors.
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 fields such as
accounting, finance, management and strategic planning, providing an effective blend of business and operational expertise. The
Directors’ academic and professional qualifications are set out in the “Board of Directors” section of this report.
While the non-executive Directors do not exercise 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, briefings or informal discussions on any aspects of the Group’s
operations or business issues from the management. The Chairman will make the necessary arrangements for the briefings, informal
discussions or explanations required by the Directors. Accordingly, the Board is satisfied that no individual or small group of
individuals dominate the Board’s decision-making process.
Principle 3 : Chairman and Chief Executive Officer
Mr. Kuah Kok Kim was re-designated as Non-executive Chairman of the Company with effect from 1 October 2012. 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 flow 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, son of Mr. Kuah Kok Kim, is the Group Chief Executive Officer (“Group CEO”) of the Company. He 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 Group CEO will assist the Non-executive Chairman in the latter’s execution of his
responsibilities.