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ANNUAL REPORT 2015
Apart from the six Board meetings of the Directors, the Board also held an off-site retreat with the Management in FY2015 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 FY2015, the Board comprised 10 Directors, nine of whom were non-executive. For FY2015, five out of the 10 Directors
were independent. The Board, in concurrence with the NC, was of the view that, taking into account the Company’s scope
of operations and its business requirements, the current size of the Board is appropriate. 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 business 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 8 to 12.
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 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.
REPORT ON CORPORATE GOVERNANCE
