Straits Trading Company Limited - Annual Report 2014 - page 36

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 2014
(“FY2014”) with specific reference to the Code of Corporate Governance 2012 (the “Code”).
THE BOARD’S CONDUCT OF AFFAIRS (Principle 1)
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. In
addition, the Board establishes a framework of prudent and effective controls which enables risks to be assessed and managed,
including safeguarding of shareholders’ interests and the Company’s assets.
The Board also sets the Company’s values and standards, and ensures that its obligations to all stakeholders are met 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.
The Board has appointed the Executive Chairman to oversee the Management, and the Lead Independent Director to ensure
continued good governance. Supported by the Board committees, namely the Audit Committee (“AC”), Remuneration Committee
(“RC ”) and Nominating Committee (“NC ”), the Board also approves the appointment of Board members, key business initiatives,
major investments and funding decisions, and interested person transactions. Mr Yap Chee Keong stepped down as Executive
Director on 31 August 2014 but remained as a Non-Independent Non-Executive Director of the Company.
For the Company’s various projects, the Board has from time to time delegated authority 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 five times in FY2014. 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 FY2014 are as follows:
Name of Director Board
Remuneration
Committee
Nominating
Committee
Audit
Committee
Number of meetings held 5 1 2 5
Attendance
Ms Chew Gek Khim 5 2
Tan Sri Dato’ Dr Lin See-Yan1 1 1 2 2
Mr Razman bin Ariffin 5 1
Mrs Elizabeth Sam 5
Ms Chew Gek Hiang 5 1 5
Mr Goh Kay Yong David 5
Mr Yap Chee Keong2 5 1 2 5
Mr Tham Kui Seng 5 2
Mr Gautam Banerjee3 5 5
Mr Tan Tiong Cheng4 5 3
Dr Gary Hilton Weiss5 2
Legend:
1 Retired as Director on 30 April 2014.
2 In attendance at the meetings of the RC, NC and AC as Executive Director.
3 Resigned as Director on 31 December 2014.
4 Appointed as member of the AC with effect from 30 April 2014 and attended all AC meetings held thereafter.
5 Appointed as Director on 1 June 2014 and attended all Board meetings held thereafter.
34 THE STRAITS TRADING COMPANY LIMITED ANNUAL REPORT 2014