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MTQ Corporat ion Limi ted Annual Repor t 2012/13 22
CORPORATE GOVERNANCE REPORT
The 2012 Code recommended that where the Chairman and CEO are related by close family ties, an independent director should be
appointed as lead independent director. The Board has appointed Mr. Nicholas Campbell Cocks as the Lead Independent Director
on 6 May 2013 to co-ordinate and to lead the Independent Directors to provide a non-executive perspective and to contribute a
balanced viewpoint to the Board. He will also be available to shareholders if they have concerns and for which contact through the
normal channels of the Chairman, the Group CEO, or the Group Chief Financial Officer, has failed to resolve or is inappropriate.
The Company’s Articles has made provisions for the Group CEO to be subject to the one-third rotation rule as well. This is to separate
his management roles from his position as a Board member, 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 influence from, the Group CEO.
Principle 4 : Board Membership
Principle 5 : Board Performance
The Company does not have a Nominating Committee. The Board retains the responsibility for the identification, review and
appointment of suitable candidates to join the Board as its members, taking into consideration (a) the candidate’s skill, experience
and ability to perform, (b) the needs of the Board, (c) the candidate’s other commitments and (d) the independence of the candidate.
The Board is also responsible for the 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.
Apart from the Company, four of the Directors are also currently sitting on the boards of the following publicly listed companies:
Director Name of Listed Company
Kuah Boon Wee  The Hour Glass Limited
Chew Soo Lin  Asia-Pacific Strategic Investments Limited
 Duty Free International Limited
 Khong Guan Flour Milling Ltd
Huang Yuan Chiang  Hwa Hong Corporation Limited
 Kluang Rubber Company (Malaya) Berhad
 Kuchai Development Bhd
 Mercator Lines (Singapore) Limited
 Sungei Bagan Rubber Company (Malaya) Bhd
Ong Choo Eng  Hwa Hong Corporation Limited
 Singapore Reinsurance Corporation Limited
Article 91 of the Articles requires one-third of the Directors to retire by rotation at every Annual General Meeting. Each Director is
required to retire at least once every three years. In addition, all new Directors must submit themselves for re-election at the next
Annual General Meeting of the Company immediately following their appointment.
The dates of initial appointment and last re-election of the Directors are set out below:
Director Appointment
Date of
Initial Appointment
Date of
Last Re-election
Kuah Kok Kim Non-Executive Chairman 01.01.1997 22.07.2011
Kuah Boon Wee1 Executive Director 10.10.2006 23.07.2010
Nicholas Campbell Cocks Lead Independent Director 01.10.2010 22.07.2011
Chew Soo Lin Independent Director 18.05.2012 27.07.2012
Christopher Ho Han Siong1 Independent Director 30.10.2007 22.07.2011
Huang Yuan Chiang Independent Director 08.08.2001 27.07.2012
Ong Choo Eng Independent Director 09.09.1997 27.07.2012
1 Mr. Kuah Boon Wee and Mr. Christopher Ho Han Siong are due for re-election at the forthcoming Annual General Meeting.