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CORPORATE GOVERNANCE
The Executive Chairman and CEO of the Company are Han Keen Juan and Lim Tao-E William respectively. The Executive Chairman is responsible
for the overall management of the Group and leads the Group in setting the Group’s mission and objectives as well as developing the overall
business strategies. The Executive Chairman also ensures that Board meetings are held when necessary, sets the Board agenda and that all
Board members are provided with complete, adequate and timely information. The CEO bears the overall operational responsibility for the Group’s
business, including the development of new products, expansion of our business into overseas markets, and overseeing the business and sales
development strategies.
Lim Tao-E William is the nephew of Han Keen Juan. For good corporate governance in view of the relationship between the Company’s Executive
Chairman, Han Keen Juan and the Company’s CEO, Lim Tao-E William, and of the fact that they are both part of the Executive Management
Team, the Company has appointed Ong Chin Lin as the Company’s Lead Independent Director, pursuant to the recommendations of the Code.
Shareholders will be able to consult the Lead Independent Director to address their concerns for which contact through the normal channels of the
Executive Chairman, CEO or Group Financial Controller has failed to resolve or for which such contact is inappropriate.
The role of the Lead Independent Director also includes meeting with the other Independent Directors without the presence of the Executive
Directors, and the Lead Independent Director will provide feedback to the Executive Chairman after such meetings.
The Board is of the view that there are suffcient safeguards and checks to ensure that the process of decision making by the Board is
independent and based on collective decisions without any individual or group of individuals exercising any considerable concentration of power
or infuence.
Principle 4 – Board Membership
The NC comprises Wong Chak Weng, as Chairman, with Ong Chin Lin and Wong Ming Kwong as members. All members of the NC are Non-
Executive Independent Directors and are not directly associated with any substantial shareholder of the Company.
The NC is governed by written terms of reference under which it is responsible for, amongst others:-
(a) determining annually, and as and when circumstances require, whether a Director is independent, and providing its views to the Board in
relation thereto for the Board’s consideration;
(b) reviewing the independence of any director who has served on the Board for more than nine (9) years from the date of his frst appointment
and the reasons for considering him as independent;
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Annual Report 2014 •