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THE STRAITS TRADING COMPANY LIMITED
BOARD MEMBERSHIP
(Principle 4)
The Company has an NC comprising three Directors, the majority of whom, including the NC Chairman, are independent. The NC
was chaired by Mr Tham Kui Seng until 13 November 2015. The other members of the NC are Ms Chew Gek Khim and Mr Tan Tiong
Cheng. On 13 November 2015, Mr Tham stepped down as NC Chairman but remained as a member of the NC and Mr Tan stepped
down as a member of the NC. Mr Chia Chee Ming, Timothy was appointed as member and Chairman of the NC on the same day.
The Company has adopted a formal and transparent process for the appointment of new Directors through the NC which reviews
the background of and conducts interviews with all candidates 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.
The NC reviews and assesses the independence of the Directors at least once a year. The Directors are required to submit declarations
of independence annually and report to the Company immediately on any changes to their external appointments, interest in shares
and other relevant information. For FY2015, the Board, having taken into account the views of the NC, considered Mr Razman bin
Ariffin, Mr Tham Kui Seng, Mr Tan Tiong Cheng, Dr Gary Hilton Weiss and Mr Chia Chee Ming, Timothy to be independent.
With the guidance of the NC, the Company had arranged for continuing education in a number of areas, including updates on
changes in the Companies Act and key audit matters reporting, for the Directors during FY2015 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. Management is invited to attend
the meetings to answer enquiries from the Directors. The Directors have access to Board and Board committees papers through
a secure web portal.
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.
REPORT ON CORPORATE GOVERNANCE
