Page 36 - ar2012

Report on Corporate Governance
BOARD COMPOSITION AND GUIDANCE (PRINCIPLE 2)
For FY2012, the Board comprised eight Directors, seven of whom were non-executive. The Nominating Committee
considered 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 under the Code. 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 9 to 12.
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, the Company has appointed a Lead Independent Director. For FY2012,
the Lead Independent Director was Mr Yap Chee Keong, who was then an independent and non-executive Director. Mr Yap
was re-designated as Executive Director and Mr Gautam Banerjee was appointed as the Lead Independent Director; both the
re-designation and appointment took effect from 2 January 2013.
The Lead Independent Director’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 (“NC”) which reviews the background of all appointees and makes recommendations accordingly to the Board
for approval.
T R A N S F O R M AT I ON / 34