CORPORATE GOVERNANCE STATEMENT
27
The number of formal Board and other committee meetings held during the financial year ended
31 December 2014 (“
FY2014
”) and the attendance of each director of the Company (“
Director
”) where
relevant, is set out as follows:
Board
AC
NC
RC
CSCC
No. of meetings held
5
5
1
2
1
No. of meetings attended
Sim Soon Ngee Glenndle
5
5
1
1
2
1
1
Wong Boon Huat
5
5
1
1
1
2
1
1
Sunny Wong Fook Choy
5
5
1
2
1
1
Ho Chew Thim, Raymond
5
5
1
2
1
1
Leow David Ivan
5
5
1
1
2
1
Ng Chee Keong
5
5
1
2
1
1
1
By Invitation
Newly appointed directors, if any, will receive comprehensive induction briefings and orientations by the
Executive Directors and Management to ensure that they are familiar with the Company’s business and
governance practice. Existing directors are encouraged to attend the relevant training courses that could
enhance the knowledge of directors to perform its duties as directors of the Company and the Company
will fund the training of the directors.
Principle 2: Board Composition and Guidance
The Board currently has six members, comprising two Executive Directors and four Independent Directors.
As at the date of this report, the Board comprises the following members:
Sim Soon Ngee Glenndle
Executive Chairman and Chief Executive Officer (“
CEO
”)
Wong Boon Huat
Executive Director
Sunny Wong Fook Choy
Lead Independent Director
Ho Chew Thim, Raymond
Independent Director
Leow David Ivan
Independent Director
Ng Chee Keong
Independent Director
Where the Chairman of the Board and the CEO is the same person, the independent directors should
make up at least half of the Board. The Company had complied with the requirement as the independent
directors make up two-third of the Board.
The Board is of the opinion that its current size and composition is appropriate for decision making, taking
into account the scope and nature of the Group’s operations. The concept of independence adopted by
the Board is in accordance with the definition of an independent director in the Code. An “independent
director” is 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 independence business judgment with a view to the best interest of the Company.
To assess and review the independence of each director, each independent director is required to
complete a Director’s Independence Confirmation Form annually to confirm his independence. The NC
has confirmed that for the period under review, all Non-executive Independent Directors are independent
in character and judgement and there are no relationships or circumstances which are likely to affect, or
could appear to affect, the Director’s judgement.
The Board consists of high calibre members with a wealth of experience and knowledge in business.
They contribute valuable direction and insight, drawing from their vast experiences in matters relating to
accounting, finance, legal, business, industry knowledge and general corporate matters. The NC is of the
opinion that the current Board composition represents a well balanced mix of expertise and experience to
provide core competencies necessary to meet the Company’s requirements.
