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The Company’s Articles of Association (the “Articles”) allows a Board meeting to be conducted by way of telephone
conferencing or any other methods of simultaneous communication by electronic or telegraphic means. The attendance
of the Directors at meetings of the Board and Board Committees, as well as the frequency of such meetings held during
the year, is disclosed below.
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.
Directors are encouraged to participate in seminars and training programmes in connection with duties, funded by the
Company. Directors were also provided with updates and briefings from time to time by professional advisors, auditors
and Management on relevant practices, new rules and regulations, listing requirements, governance practices, changes
in accounting standards and risk management issues applicable to performance to their duties and responsibilities as
Directors. The Board is confident that all its members have the knowledge, ability and experience to perform the functions
required of a director of a listed company.
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.
Attendance at Board and Board Committee Meetings
The attendance of Directors at the Board and Board Committee meetings during the financial year ended 31 March 2015
is set out as follows:
Board of Directors Audit Committee
Remuneration
Committee
No. of meetings No. of meetings No. of meetings
Directors
held attended held attended held attended
Kuah Kok Kim
(Chairman)
5
5
4
4*
2
–
Kuah Boon Wee
(Executive)
5
5
4
4*
2
–
Nicholas Campbell Cocks (Independent)
5
5
4
4*
2
2
Chew Soo Lin
(Independent)
5
5
4
4
*
2
–
Christopher Ho Han Siong (Independent)
5
5
4
4
*
2
–
Huang Yuan Chiang
(Independent)
5
5
4
4
*
2
2
Ong Choo Eng
(Independent)
5
5
4
–
*
2
2
* Attendance by invitation
Principle 2 : Board Composition and Guidance
The Board presently comprises 7 directors, of which 6 are non-executive Directors. The Board adopts the Code’s
definition of an independent director and reviews the independence of each Director annually. For the purposes of the
determination, the non-executive Directors provided declarations of their independence on an annual basis which were
deliberated upon by the Board. 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, after considering the following factors (a) shareholding interest, (b) gift or financial assistance, (c)
past association, (d) business dealings and (d) financial independence.
CORPORATE GOVERNANCE REPORT
