KIM HENG OFFSHORE & MARINE HOLDINGS LIMITED
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 Audit & Risk Committee (“
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 operates and how decisions are to be taken.
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 Constitution 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 FY2015 is set
out below:-
Board Committees
Board
Audit & Risk
Committee
Remuneration
Committee
Nominating
Committee
No. of Meeting(s) Held
4
4
2
1
No. of Meetings Attended
Tan Keng Siong Thomas
4
4*
2*
1*
Yeo Seh Hong
4
4*
0*
1*
Tan Chow Boon
4
4*
2*
1*
Ho Boon Chuan Wilson
4
4
2
1
Douglas Owen Chester
4
4
2
1
Ong Sie Hou Raymond
4
4
2
1
*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.
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 out to the Management that such reserved matters must be approved
by the Board.
