KIM HENG OFFSHORE & MARINE HOLDINGS LIMITED
ANNUAL REPORT 2014
26
CORPORATE
GOVERNANCE REPORT
The Board has delegated specific responsibilities to the committees of the Board, namely, the Nominating
Committee (“
NC
”), the Remuneration Committee (“
RC
”) and the ARC (collectively, the “
Board Committees
”)
to assist the Board in carrying out and discharging its duties and responsibilities efficiently and effectively.
These Board Committees are made up of Non-Executive Directors and Independent Directors and each
chaired by an Independent Director. Each Board Committee has its own specific terms of reference which
clearly set out its objectives, scope of duties and responsibilities, rules and regulations, and procedures
governing the manner in which it is to operate and how decisions are to be taken. During the year, the
Board has expanded the AC function to include the risk management functions and responsibility and
renamed it as “Audit & Risk Committee”. The terms of reference of the ARC has been revised to incorporate
risk management functions.
The Board meets regularly with at least four (4) scheduled meetings on a quarterly basis held within each
financial year to approve, amongst others, announcements of the Group’s quarterly and full year financial
results. Ad hoc meetings are also convened to discuss and deliberate on urgent substantive matters or
issues.
The Board may also have informal discussions on matters requiring urgent attention which would then
be formally approved by circular resolutions in writing. The Company’s Articles of Association provides for
the Board to convene meetings via telephone conferencing and electronic means in the event where the
Directors are unable to attend meetings in person.
The number of Board and Board Committee meetings held and attended by each Board member during
FY2014 is set out below:-
Board Committees
Board Audit & Risk
Committee
Remuneration
Committee
Nominating
Committee
No. of Meeting(s) Held
4
4
1
2
No. of Meetings Attended
Tan Keng Siong Thomas
4
4*
1*
2*
Yeo Seh Hong
4
4*
1*
2*
Tan Chow Boon
4
4*
1*
2*
Ho Boon Chuan Wilson
4
4
1
2
Douglas Owen Chester
4
4
1
2
Ong Sie Hou Raymond
4
4
1
2
*By invitation
While the Board considers Directors’ attendance at Board meetings as important, it should not be the
only criterion to measure their contributions. The Board also takes into account the contributions by Board
members in other forms, including periodical reviews and the provision of guidance and advice on various
matters relating to the Group.
The Group has adopted internal guidelines setting forth matters that require the Board’s approval. Matters
specifically reserved for the approval by the Board are those relating to the strategy, business plan and
budget of the Group, material acquisitions and disposal of assets, capital related matters including corporate
or financial restructuring, investment or expenditure exceeding certain threshold limits, share issuances,
interim dividend and other returns to shareholders and interested person transactions.
