23
/ MTQ CORPORATION LIMITED /
ANNUAL REPORT
2014/2015
CORPORATE GOVERNANCE REPORT
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.
Mr Nicholas Campbell Cocks is the Lead Independent Director. He leads and co-ordinates the activities of the independent
directors and calls meetings of the independent directors, where necessary. He is the principal liaison on board issues
between the independent directors and Chairman, including dealing with Management of any actual or perceived conflict
of interest that may arise.
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 Chairman in the latter’s
execution of his responsibilities.
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.
The Board is of the opinion that there is sufficient independence in its exercise of objective judgment on business affairs
of the Group.
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.
