KIM HENG OFFSHORE & MARINE HOLDINGS LIMITED
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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 page 12 to 14 of this annual report.
The Board and 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, the
requirements of the business and the need to avoid undue disruptions from changes to the composition of the Board
and Board committees. The Board also considered that its Directors who as a group provide a wide spectrum of
industry skills, experience in accounting, finance, business strategies, and management experience to lead and govern
the Group effectively.
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 Board and 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 that Directors receive complete, adequate and
timely information; 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; ensuring effective communication
by the Board and the Management with shareholders; encouraging constructive relations within the Board and
between the Board and the Management, facilitate the effective contribution of non executive directors, in particular;
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.
