REPORT ON CORPORATE GOVERNANCE
Mr Chia Chee Ming, Timothy was appointed as an Independent Non-Executive Director and the Lead Independent Director on
27 February 2015.
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 an NC comprising three Directors, the majority of whom, including the NC Chairman, are independent. The
NC is chaired by Mr Tham Kui Seng. The other members of the NC are Ms Chew Gek Khim, Tan Sri Dato’ Dr Lin See-Yan (until
30 April 2014) and Mr Gautam Banerjee (from 30 April 2014 to 31 December 2014). Mr Tan Tiong Cheng was appointed as a
member of the NC on 5 February 2015.
The Company has adopted a formal and transparent process for the appointment of new Directors through the NC which reviews
the background of all appointees and makes recommendations accordingly to the Board for approval.
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. The role and functions
of the NC are set out in its Terms of Reference.
With the guidance of the NC, the Company had arranged for continuing education in a number of areas, including legal updates
on directors’ duties, for the Directors during FY2014 to enhance their performance as Board and Board committee members.
As the Directors have given sufficient time and effort to the Company’s matters, notwithstanding their multiple directorships
and appointments, the Board was of the view that there was no necessity to regulate the maximum number of listed company
board representations that the Directors may hold.
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.
In evaluating the performance of the individual Directors and the Board, the NC considers, amongst others, the Directors’
attendance, contribution and participation at the Board and Board committee meetings, Directors’ individual evaluations and
the overall effectiveness of the Board.
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. The Management is invited to
attend the meetings to answer enquiries from the Directors.
The Directors have separate and independent access to the Management and the services of the Company Secretary, who is
responsible for ensuring that Board procedures are followed and applicable rules and regulations are complied with. The Company
Secretary also assists the Chairman by ensuring good information flows within the Board and its committees, and between the
Management and the non-executive Directors. The Company Secretary attends all Board meetings and his appointment or
removal is subject to the Board’s approval.
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THE STRAITS TRADING COMPANY LIMITED ANNUAL REPORT 2014
