Page 37 - ar2012

Report on Corporate Governance
The Company has a NC comprising three Directors, the majority of whom are independent. In FY 2012, the NC was chaired
by Mrs Elizabeth Sam. The other members of the NC are Ms Chew Gek Khim and Tan Sri Dato’ Dr Lin See-Yan. With the
stepping down of Mrs Elizabeth Sam as the Chairman of the NC, Mr Tham Kui Seng was appointed as the Chairman of the
NC with effect from 1 January 2013.
In accordance with Guideline 4.1 of the Code, the Chairman of the NC is not directly associated with any substantial shareholder
of the Company. The functions of the NC 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 NC 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 NC 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 Board members
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 (“RC”) comprising three non-executive Directors, the majority of whom are
independent. Mr Razman Ariffin chairs the RC and Tan Sri Dato’ Dr Lin See-Yan and Ms Chew Gek Hiang are the other two
members.
The functions of the RC 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 RC are set out in the Terms of Reference of the RC.
The Straits Trading Company Limited ANNUAL REPORT 2012 35 /