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THE STRAITS TRADING COMPANY LIMITED ANNUAL REPORT 2011
In accordance with Guideline 4.1 of the Code, the Chairman of the Nominating Committee is not directly associated with any
substantial shareholder of the Company. The functions of the Nominating Committee include the evaluation of the Board’s
effectiveness, each Director’s contributions and independence, as well as making recommendations on the appointment and
re-nomination of Directors for the Board and Board Committees. The role and functions of the Nominating Committee are
set out in its Terms of Reference.
BOARD PERFORMANCE (Principle 5)
The Company has in place a process to assess the Board’s effectiveness as a whole. The evaluation is carried out annually
with each Director making his assessment by providing feedback to the Nominating Committee through a Board assessment
questionnaire.
ACCESS TO INFORMATION (Principle 6)
Information is important to the Board’s understanding of the Group’s businesses and essential to preparing the Boardmembers for
effective meetings. Where required, the Management supplements the meeting papers with presentations on active operations
and strategic issues to provide Directors with a better understanding of the Group’s operations. Senior management were also
invited to attend the meetings to answer enquiries from the Directors.
The Directors have separate and independent access to the services of the company secretaries, who are responsible for ensuring
that Board procedures are followed and applicable rules and regulations are complied with. The company secretaries also assist
the Chairman by ensuring good information flows within the Board and its committees, and between senior management and
the non-executive Directors. The company secretaries attended all board meetings and their appointments or removals are
subject to the Board’s approval.
In the furtherance of their duties and if the Management’s explanations are not satisfactory, the Directors may seek independent
professional advice at the Company’s expense.
PROCEDURES FOR DEVELOPING REMUNERATION POLICIES (Principle 7)
The Board has a Remuneration Committee comprising three non-executive Directors, the majority of whom are independent.
Mr Razman Ariffin chairs the Remuneration Committee and Tan Sri Dato’ Dr Lin See-Yan and Ms Chew Gek Hiang are the other
two members.
The functions of the Remuneration Committee include the recommendation of a framework of remuneration for the Board and
senior executives of the rank of senior vice president and above, and the recommendation of specific remuneration package
for the Executive Chairman, for the Board’s approval. The role and functions of the Remuneration Committee are set out in the
Terms of Reference of the Remuneration Committee.
REPORT ON
CORPORATE GOVERNANCE