KIM HENG OFFSHORE & MARINE HOLDINGS LIMITED
ANNUAL REPORT 2014
28
CORPORATE
GOVERNANCE REPORT
The Board’s composition is to be reviewed annually by the NC to ensure that the Board has the appropriate
mix of expertise and experience. The NC is of the view that the current Board comprises persons whose
diverse skills, experience and attributes provide for an effective Board. The Board members also collectively
possess the necessary core competencies for the effective functioning of the Board and an informed
decision-making process. The profile of the Directors is set out on pages 12 to 14 of this annual report.
The NC has reviewed and is satisfied that the current composition and board size is appropriate for effective
decision-making, having taken into consideration the nature and scope of the Group’s operations.
As three (3) out of its six (6) Directors are Independent Directors, the requirement of the Code that the
Independent Directors must make up at least half of the Board, where the Chairman is part of the
management team and is not an independent director, is satisfied. Each of the Independent Directors
has confirmed that he does not have any relationship with the Company or its related corporations, its
shareholders who have an interest of at least 10% of the Company’s total voting shares, or its officers,
including confirming not having any relationships and circumstances set out in Guideline 2.3 of the Code,
that could interfere, or be reasonably perceived to interfere, with the exercise of independent judgment in
carrying out the functions as an Independent Director with a view to the best interests of the Group. The NC
has reviewed, determined and confirmed the independence of the Independent Directors.
The Independent and Non-Executive Directors communicated without the presence of the Management
as and when the need arose. The Company also benefited from the Management’s ready access to its
Directors for guidance and exchange of views both within and outside the formal environment of the Board
and Board Committees meetings.
Chairman and Chief Executive Officer
Principle 3: There should be a clear division of responsibilities between the leadership of the
Board and the executives responsible for managing the company’s business. No one
individual should represent a considerable concentration of power.
The Code advocates that there should be a clear division of responsibilities between the leadership of the
Board and the executives responsible for managing the Group’s business and no one individual should
represent a considerable concentration of power.
Mr Tan Keng Siong Thomas is the Chairman of the Board and CEO of the Group. As Chairman of the Board,
he assumes responsibility for the smooth functioning of the Board and ensures timely flow of information
between the Management and the Board; sets the agenda and ensures that adequate time is available for
discussion of all agenda items, in particular strategic issues; promotes a culture of openness and debate
at the Board; and promotes high standards of corporate governance. In addition, as CEO of the Group,
he assumes responsibility for running the day-to-day business of the Group; ensures implementation of
policies and strategy across the Group as set by the Board; manages the management team; and leads the
development of the Group’s strategic direction including identifying and assessing risks and opportunities for
the growth of its business and reviewing the performance of its existing businesses.
Taking into account the current corporate structure, size, nature and scope of the Group’s operations, the
Board is of the view that it is presently not necessary to separate the roles of the Chairman and CEO, and
there are sufficient safeguards and checks to ensure that the process of decision-making by the Board
is independent, based on collective decisions without any individual or group of individuals being able to
exercise considerable concentration of power or influence. For good corporate governance, Mr Douglas
Owen Chester has been appointed as the Lead Independent Director of the Company. Mr Douglas Owen
Chester is available to shareholders where there are concerns or issues which could not be resolved with,
or inappropriate to be communicated to, the Executive Chairman and CEO and/or Chief Financial Officer.
