REPORT ON CORPORATE GOVERNANCE
Apart from the five Board meetings of the Directors, the Board also held an off-site retreat with the Management in FY2014 to
strategise and plan the Group’s longer term strategy and direction.
New Directors appointed to the Board were provided with information packs to familiarise themselves with the Company’s
business and governance guidelines. In addition, newly appointed Directors were inducted to the Company’s business through
orientation sessions and/or Board retreats.
BOARD COMPOSITION AND GUIDANCE
(Principle 2)
For FY2014, the Board comprised 10 Directors, eight of whom were non-executive. From 1 September 2014, there were nine
non-executive Directors. The NC assesses the independence of the Directors at least once a year and the Board, having taken
into account the views of the NC, considered Mr Razman bin Ariffin, Mr Tham Kui Seng, Mr Gautam Banerjee, Mr Tan Tiong
Cheng and Dr Gary Hilton Weiss to be independent under the guidelines provided in the Code.
The Board considers an independent Director to be one who has no relationship with the Company, its related corporations, its
10% shareholders or its officers that could interfere, or be reasonably perceived to interfere, with the exercise of the Director’s
independent judgement with a view to the best interests of the Company.
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 management experience, legal and
industry knowledge, and strategic planning experience. Key information on the Directors are set out in pages 12 to 16.
EXECUTIVE CHAIRMAN
(Principle 3)
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 openness and 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 segments. 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
segments. 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. Mr Gautam
Banerjee was appointed as the Lead Independent Director on 2 January 2013. Mr Gautam Banerjee resigned as Director on
31 December 2014.
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THE STRAITS TRADING COMPANY LIMITED ANNUAL REPORT 2014
