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THE STRAITS TRADING COMPANY LIMITED ANNUAL REPORT 2011
REPORT ON
CORPORATE GOVERNANCE
The Straits Trading Company Limited (the “Company”) is committed to high standards of corporate governance. This report
describes the Company’s corporate governance policies and practices during the financial year ended 31 December 2011
(“FY2011”) with specific reference to the Code of Corporate Governance 2005 (the “Code ”).
BOARD’S CONDUCT OF ITS AFFAIRS (Principle 1)
The Board, comprising a majority of independent Directors, provides policy direction and entrepreneurial leadership, approves
the development and implementation of corporate strategies, and ensures that the necessary financial and human resources
are in place for the Company to meet its objectives.
The Board also sets the Company’s values and standards, and ensures that its obligations to all stakeholders are met and
understood. While the Board remains responsible for providing oversight in the preparation and presentation of the
financial statements, it has delegated to the Management the task of ensuring that the financial statements are drawn up
and presented in compliance with the relevant provisions of the Singapore Companies Act, Cap. 50 and the Singapore
Financial Reporting Standards.
With the appointment of the CEOs for each of the business divisions, the Board has appointed the Chairman as Executive
Chairman to oversee the Management, and the Lead Independent Director to ensure continued good governance. Supported
by four Board Committees, namely the Audit Committee, Remuneration Committee, Nominating Committee and Finance
Committee, the Board also approves the Group’s appointment of Board members, key business initiatives, major investments
and funding decisions, and interested person transactions.
The Board met nine times in FY2011. Meetings by means of a conference telephone or similar communication equipment
are permitted in the Company’s Articles of Association. The Directors’ attendance at the Board and various committee
meetings during FY2011 are as follows:
Name of Director Board
Finance
Committee
Remuneration
Committee
Nominating
Committee
Audit
Committee
A B A B A B A B A B
Ms Chew Gek Khim 9 9 2 2 1 1
Tan Sri Dato’ Dr Lin See-Yan 8 9 1 1 1 1 5 5
Mr Razman Ariffin 9 9 1 1
Mrs Elizabeth Sam 7 9 1 1
Ms Chew Gek Hiang 9 9 1 1 5 5
Mr David Goh Kay Yong 9 9 2 2
Mr Yap Chee Keong 9 9 2 2 5 5
Mr Tham Kui Seng 9 9 2 2
Legend:
A: Number of meetings attended in FY2011.
B: Number of meetings held in FY2011.