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A N N U A L R E P O R T 2 0 1 6
CORPORATE
GOVERNANCE
Guideline
Code and/or Guide Description Company¡¯s Compliance or Explanation
Chairman and Chief Executive Officer
3.1
3.2
Are the duties between Chairman
and CEO segregated?
The Company believes in a clear division of responsibilities between the Executive
Chairman and the CEO to ensure an appropriate balance of power, increased
accountability and greater capacity of the Board for independent decision making.
The Executive Chairman and CEO of the Company are Mr Han Keen Juan and Mr
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 ensures 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 the Group¡¯s business into
overseas markets, and overseeing the business and sales development strategies.
The Board is of the view that there are sufficient 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 influence.
3.3
Does the Company have a lead
independent director? What is
the role of the lead independent
director?
The CEO of the Company, Mr Lim Tao-E William is the nephew of Mr Han Keen Juan, the
Executive Chairman of the Company. To promote good corporate governance in view of
the relationship between the Company¡¯s Executive Chairman, Mr Han Keen Juan and the
Company¡¯s CEO, Mr Lim Tao-E William, and taking into consideration the fact that they are
both part of the Executive Management Team, the Company has appointed Mr 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.
