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TRANS
FORM
ATION
BOARD COMPOSITION AND GUIDANCE (Principle 2)
The Board comprises eight Directors, seven of whom are non-executive. The Nominating Committee considers Tan Sri Dato’
Dr Lin See-Yan, Mr Razman Ariffin, Mrs Elizabeth Sam, Mr Yap Chee Keong and Mr Tham Kui Seng to be independent. The
Directors provided objective and independent judgement to the decision making of the Board. The non-executive Directors
of the Company participated constructively and reviewed the Group’s operations, budgets and strategies. They also assessed
the effectiveness of the Board’s processes and activities in meeting set objectives and corporate governance standards.
The Board as a group has the core competencies, such as accounting or finance, business or general management, legal and
industry knowledge, and strategic planning experience. Key information on the Directors are set out in pages 12 to 15.
EXECUTIVE CHAIRMAN
The Board is led by Ms Chew Gek Khim as the Executive Chairman. Ms Chew assumed the Chair on 24 April 2008 and was
appointed Executive Chairman on 1 November 2009.
As Chairman of the Board, Ms Chew’s duties include leading the Board, setting the Board agenda and ensuring that all Directors
receive sufficient relevant information (both financial and non-financial) to enable them to participate and contribute effectively
in Board discussions and decisions. She aims to promote constructive relations between the Board members, and between the
Board and the Management, and ensures effective communication with shareholders. Ms Chew also advocates high standards
of corporate governance.
As the Executive Chairman, Ms Chew takes on executive oversight of the Management of the business divisions and is assisted
by senior key personnel within the Company. The Management is responsible for the daily management of the businesses and
implementation of the Board’s policies and decisions as well as ensuring compliance with the corporate governance policies
of the Company as these relate to the respective business divisions. The Management reports to the Board and is managed
through the strategies adopted and monitored through the key performance indicators set for them.
LEAD INDEPENDENT DIRECTOR (Principle 3)
In line with the recommendations set out in the Code, Mr Yap Chee Keong, currently an independent and non-executive Director
as well as the Audit Committee Chairman, was appointed the Lead Independent Director of the Company on 1 November 2009.
As the Lead Independent Director, Mr Yap’s role includes being available to shareholders to address any of their concerns and
acting as the principal liaison between the independent Directors and the Executive Chairman on critical issues.
BOARD MEMBERSHIP (Principle 4)
The Company has adopted a formal and transparent process for the appointment of new Directors through the Nominating
Committee which reviews the background of all appointees and makes recommendations accordingly to the Board for approval.
The Nominating Committee, chaired by Mrs Elizabeth Sam, comprises three Directors, the majority of whom are independent,
including the Chairman. The other members of theNominating Committee areMs ChewGek Khimand Tan Sri Dato’ Dr Lin See-Yan.
REPORT ON
CORPORATE GOVERNANCE