KIM HENG OFFSHORE & MARINE HOLDINGS LIMITED
ANNUAL REPORT 2014
30
CORPORATE
GOVERNANCE REPORT
the NC meets with short-listed candidates to assess their suitability and ensure that the candidates
are aware of the expectations; and
the NC makes recommendations to the Board for approval.
The Board is to ensure that the selected candidate is aware of the expectations and the level of commitment
required. Directors are encouraged to attend relevant training programmes conducted by the Singapore
Institute of Directors, Singapore Exchange Securities Trading Limited, other business and financial
institutions as well as consultants.
The NC has considered and taken the view that it would not be appropriate to set a limit on the number
of listed directorships that a Director may hold because directors have different capabilities, the nature of
the organisations in which they hold appointments and the committees on which they serve are of different
complexities. Accordingly, each Director would personally determine the demands of his competing
directorships and obligations and assess the number of listed directorships they could hold and serve
effectively. Currently, none of the Directors hold more than three (3) directorships in other listed companies.
The NC is satisfied that sufficient time and attention are being given by the Directors to the affairs of the
Company and the Group, notwithstanding that some of the Directors have multiple board representations.
The NC will continue to review from time to time, the Board representations and other principal commitments
to ensure that Directors continue to meet the demands of the Group and are able to discharge their duties
adequately.
The NC also reviews the independence of the Directors as mentioned under Guideline 2.3 of the Code on
an annual basis. The NC has affirmed that Mr Douglas Owen Chester, Mr Ong Sie Hou Raymond and Mr Ho
Boon Chuan Wilson are independent and free from any relationship outlined in the Code. Mr Ong Sie Hou
Raymond is currently a director in a legal firm where one of the partners of the firm rendered professional
legal services to the Group in FY2014. The NC has reviewed and concluded that the professional fees paid
to that partner (and not to Mr Ong Sie Hou Raymond) did not exceed the threshold provided in the Code
and is of the view that Mr Ong Sie Hou Raymond is independent. Each of the Independent Directors has
also confirmed his independence. None of the Independent Directors have served on the Board beyond nine
(9) years from their respective date of appointment. Guideline 2.4 of the Code is therefore not applicable to
the Board.
Pursuant to Article 103 of the Company’s Articles of Association, at least one-third of the Directors shall
retire from office at each annual general meeting of the Company (“
AGM
”) and all Directors must retire at
least once every three (3) years at the AGM. In addition, the Directors, by the recommendation of NC, shall
have the power to appoint any person to be the Director either to fill a casual vacancy or as an additional
Director. In this respect, the NC has recommended and the Board has agreed for the following Directors
who are due for retirement, pursuant to Article 103 of the Articles of Association of the Company, to seek re-
election at the forthcoming AGM:
1.
Mr Ho Boon Chuan Wilson and;
2.
Mr Tan Chow Boon
In making the recommendations, the NC considers the overall contribution and performance of the Directors.
Mr Ho Boon Chuan Wilson, being a NC member, had abstained from deliberation in respect of his own
nomination and assessment.
As at the date of this Report, there is no Independent Director being appointed as Director into the Group’s
principal subsidiaries. The Board will inform the revised Board structures of the principal subsidiaries and the
appointment of Independent Director into the principal subsidiaries from time to time.
