Navigating Challenges • EMBRACING DIVERSITY | ANNUAL REPORT 2015
NOTICE OF ANNUAL GENERAL MEETING
statisTICS OF SHAREHOLDINGs
FINANCIAL CONteNts
CORPORATE GOVERNANCE REPORT
27
Corporate Governance Report
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 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.
