A N N U A L R E P O R T 2 0 1 6
26
CORPORATE
GOVERNANCE
Guideline
Code and/or Guide Description Company¡¯s Compliance or Explanation
Board Composition and Guidance
2.1
2.2
Does the Company comply with
the guideline on the proportion
of Independent Directors on the
Board? If not, please state the
reasons for the deviation and
the remedial action taken by the
Company.
In view that the Chairman of the Board, Mr Han Keen Juan, is part of the management
team, Guideline 2.2 of the Code is complied with as the Independent Directors make up at
least half of the Board.
2.3
4.3
Has the independence of the
Independent Directors been
reviewed in the last financial year?
Mr Ong Chin Lin, Ms Audrey Yap Su Ming and Mr Zainudin Bin Nordin have confirmed
that they do not have any relationship with the Company or its related companies or its
10% shareholders or its officers 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, in accordance with the Code.
The independence of each Director is reviewed annually by the NC. The NC adopts the
Code¡¯s definition of what constitutes an independent director in its review. The NC has
reviewed and determined that the said Directors are independent.
(a) Is there any Director who is
deemed to be independent
by the Board, notwithstanding
the existence of a relationship
as stated in the Code that
would otherwise deem him
not to be independent? If so,
please identify the Director
and specify the nature of such
relationship.
There are no Directors who are deemed independent by the Board, notwithstanding the
existence of a relationship as stated in the Code that would otherwise deem him not to be
independent.
(b) What are the Board¡¯s
reasons for considering him
independent? Please provide a
detailed explanation.
Not applicable.
