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CORPORATE GOVERNANCE
The Board ensures that all newly appointed Directors will receive comprehensive and tailored briefngs about the Group’s history and its
governance and business practices, and will receive a formal appointment letter setting out their duties and obligations. The Company will also
provide training for frst-time directors in areas such as accounting, legal and industry-specifc knowledge as appropriate.
Principle 2 – Board Composition and Guidance
The Board comprises six members of whom three are Independent Directors and three are Executive Directors as follows:
Han Keen Juan
(Executive Chairman)
Lim Tao-E William
(Executive Director and Chief Executive Offcer)
Chow Hui Shien
(Executive Director and Deputy Chief Executive Offcer)
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 Company meets the current requirement of the Code that at least half of the Board
consists of independent directors where the Chairman is part of the Management team.
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 substantial shareholders or its offcers 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.
The independence of each Director is reviewed annually by the NC. The NC adopts the Code’s defnition of what constitutes an Independent
Director in its review. The NC has reviewed and determined that the said Directors are independent.
The Board considers its current board size appropriate to effectively 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. The NC is of the view that the current Board comprises persons who as a group provide
capabilities required for the Board to be effective.
Principle 3 – Chairman and Chief Executive Officer
The Company believes in a clear division of responsibilities between the Executive Chairman and the Chief Executive Offcer (“
CEO
”) to ensure an
appropriate balance of power, increased accountability and greater capacity of the Board for independent decision making.
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Annual Report 2014