Page 35 - ar2012

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 2012
(“FY2012”) with specific reference to the Code of Corporate Governance 2005 (the “Code”).
BOARD’S CONDUCT OF ITS AFFAIRS (PRINCIPLE 1)
For FY2012, the Board comprised a majority of independent Directors. The Board 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 aremet 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.
For the Company’s various projects, the Board may from time to time delegate to certain ad-hoc committees of the Board
comprising two or more Directors, to provide detailed supervision and strategic oversight of such projects. Such ad-hoc Board
committees meet on a regular basis to provide strategic direction to the Management in the conduct of the projects.
The Board met seven times in FY2012. 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 FY2012 are as follows:
NAME OF DIRECTOR BOARD
REMUNERATION
COMMITTEE
NOMINATING
COMMITTEE
AUDIT
COMMITTEE
A B A B A B A B
Ms Chew Gek Khim 7 7 2 2
Tan Sri Dato’ Dr Lin See-Yan 7 7 1 1 2 2 5 5
Mr Razman Ariffin 7 7 1 1
Mrs Elizabeth Sam 6 7 2 2
Ms Chew Gek Hiang 7 7 1 1 5 5
Mr David Goh Kay Yong 7 7
Mr Yap Chee Keong 7 7 5 5
Mr Tham Kui Seng 7 7
Legend:
A : Number of meetings attended in FY2012.
B : Number of meetings held in FY2012.
No meeting of the Finance Committee was convened during FY2012.
The Straits Trading Company Limited ANNUAL REPORT 2012 33 /