KIM HENG OFFSHORE & MARINE HOLDINGS LIMITED
30
Corporate Governance Report
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 FY2015. 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 in accordance with the Code. 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 Constitution, 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 Constitution of
the Company, to seek re-election at the forthcoming AGM:
1.
Ms Yeo Seh Hong; and
2.
Mr Ong Sie Hou Raymond
Mr Ong Sie Hou Raymond will, upon re-election as Director, remain as the Chairman of the RC and a member of the
ARC and NC. The Board considers Mr Ong Sie Hou Raymond to be independent for the purposes of Rule 704(7) of the
SGX-ST Listing Manual Section B: Rules of Catalist (“
Catalist Rules
”).
In making the recommendations, the NC considers the overall contribution and performance of the Directors. Mr
Ong Sie Hou Raymond, 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.
The Company does not have any alternate Directors as the Board does not encourage the appointment of alternate
Directors unless it is an exceptional case.
