KIM HENG OFFSHORE & MARINE HOLDINGS LIMITED
ANNUAL REPORT 2014
27
CORPORATE
GOVERNANCE REPORT
The Management is responsible for day-to-day operations and administration of the Group and they are
accountable to the Board. Clear directions have been given to the Management that such reserved matters
must be approved by the Board.
The Board ensures that incoming new Directors are given comprehensive and tailored induction training
on joining the Board including onsite visits, if necessary, to get familiarised with the business of the Group
and the corporate governance practices of the Group upon their appointment to facilitate the effectiveness
in discharging their duties. Newly appointed Directors will be provided with a formal letter setting out their
duties and obligations. They will be given briefings by the Management on the business activities of the
Group and its strategic directions as well as its corporate governance practices. The Company is also
responsible for arranging and funding the training of Directors. All Directors are encouraged to constantly
keep abreast of developments in regulatory, legal and accounting frameworks that are of relevance to the
Group through the extension of opportunities for participation in the relevant training courses, seminars and
workshops as relevant and/or applicable. During the year, the Board had received updates on regulatory
changes, industry developments, business initiatives and changes to the accounting standards.
Board Composition and Guidance
Principle 2: There should be a strong and independent element on the Board, which is able to
exercise objective judgement on corporate affairs independently, in particular, from
Management and 10% shareholders. No individual or small group of individuals should
be allowed to dominate the Board’s decision making.
As at the date of this Report, the Board comprises six (6) Directors, four (4) of whom are Non-Executive
Directors, of which three (3) are independent. The current members of the Board and their membership on
the Board Committees are as follows: -
Name of Director
Board Membership Audit & Risk
Committee
Nominating
Committee
Remuneration
Committee
Tan Keng Siong Thomas Executive Chairman
& Chief Executive
Officer (“
CEO
”)
–
–
–
Yeo Seh Hong
Executive Director
& Chief Operating
Officer
–
–
–
Douglas Owen Chester
Lead Independent
Director
Member
Chairman
Member
Ho Boon Chuan Wilson Independent Director
Chairman
Member
Member
Ong Sie Hou Raymond
Independent Director
Member
Member
Chairman
Tan Chow Boon
Non-Executive
Director
–
–
–
To strengthen the independence of the Board, the Board has appointed Mr Douglas Owen Chester as its
Lead Independent Director. As Independent Directors make up half of the Board, there is a strong and
independent element on the Board and no individual or groups of individuals are able to dominate the
Board’s decision-making process. The Independent Directors provide the Board with independent and
objective judgment on the corporate affairs of the Group and together with the Non-Executive Director, they
have the necessary experience to assist the Board in decision-making and to provide a check and balance
to the Board as they are not involved in the day-to-day operations of the Company and the Group.
