Page 24 - ar2012

Corporate Governance
22
Old Chang Kee Ltd. • Annual Report 2012
Te number of meetings held by the Board and Board Committees and attendance of each member of the Board for the fnancial
period ended 31 March 2012 are as follows:
Name of Director Board
Nominating
Committee
Remuneration
Committee
Audit
Committee
Number of meetings held 4 2 1 3
Number of meetings attended:
Han Keen Juan 4 2* 1* 3*
Lim Tao-E William 4 2* 1* 3*
Ong Chin Lin 4 2 1 3
Wong Chak Weng 4 2 1 3
Wong Ming Kwong 4 2 1 3
* By invitation
During the fnancial period reported on, all Directors had received updates on regulatory changes to the Listing Manual Section B:
Rules of Catalist (the “Catalist Rules”) of the Singapore Exchange Securities Trading Limited (the “SGX-ST”). Te Directors had also
received appropriate trainings and attended seminars to develop individual skills and to receive updates on changes in the relevant
laws and regulations.
For future Board appointments, newly appointed Directors will receive a formal appointment letter setting out their duties and
obligations. All newly appointed Directors will also be briefed with background information about the Group’s history and its
governance and business practices.
Principle 2 – Board Composition and Guidance
Te Board comprises fve members of whom three are Independent Directors and two are Executive Directors as follows:
Han Keen Juan (Executive Chairman)
Lim Tao-E William (Chief Executive Ofcer)
Ong Chin Lin (Lead Independent Director)
Wong Chak Weng (Independent Director)
Wong Ming Kwong (Independent Director)
As there are three Independent Directors on the Board, the requirement of the Code that at least one-third of the Board consists of
independent directors is satisfed.
Ong Chin Lin, Wong Chak Weng and Wong Ming Kwong have confrmed that they do not have any relationship with the Company
or its related companies or its ofcers that could interfere, or be reasonably perceived to interfere, with the exercise of the Directors’
independent business judgment with a view to the best interests of the Company.
Te independence of each Director is reviewed annually by the NC. Te NC adopts the Code’s defnition of what constitutes an
Independent Director in its review. Te NC has reviewed and determined that the said Directors are independent.
Te Board considers its current board size appropriate to efectively facilitate the operations of the Group and has the appropriate
mix of members with the expertise and experience, in areas such as accounting & fnance, business & management, corporate
governance and law.
Members of the Board are constantly in touch with the management to provide advice and guidance on strategic issues and on
matters for which their expertise will be constructive to the Group. Te NC is of the view that the current Board comprises persons
who as a group provide capabilities required for the Board to be efective.
Principle 3 – Chairman and Chief Executive Ofcer
Te Company believes in a clear division of responsibilities between the Executive Chairman and the Chief Executive Ofcer
(“CEO”) to ensure an appropriate balance of power, increased accountability and greater capacity of the Board for independent
decision making.