CORPORATE GOVERNANCE STATEMENT
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As recommended by the Code, the Independent Directors meet without the presence of the Management
to discuss matters such as the Group’s financial performance, corporate governance initiatives, board
processes, succession planning as well as leadership development and the remuneration of the Executive
Directors. Such meetings are arranged by the Lead Independent Director as warranted by particular
circumstances.
The Board has no dissenting view on the Chairman’s statement to Shareholders for the financial year in review.
Principle 3: Chairman and CEO
Sim Soon Ngee Glenndle is both the Chairman of the Board and the CEO of the Company. As the Executive
Chairman and the CEO, he gives guidance on the corporate direction of the Group, which includes the
scheduling and chairing of Board meetings and controlling the quality, quantity and timeliness of
information supplied to the Board. As the CEO, he sets the business strategies and directions for the
Group and manages the business operations of the Group.
The Board is of the opinion that based on the Group’s current size and operation, it is not necessary
to separate the roles of the Chairman and the CEO. The Board is also of the view that it is in the best
interests of the Company to adopt a single leadership culture.
To enhance the independence of the Board, Mr Sunny Wong Fook Choy, the Company’s Lead Independent
Director, coordinates the activities of the Independent Non-executive Directors and act as the principal
liaison between the Independent Non-executive Directors and Chairman on sensitive issues.
Shareholders of the Company with serious concerns that could have a material impact on the Group, for
which contact through the normal channels of the Chairman, CEO or the Chief Financial Officer (“CFO”)
have failed to resolve or is inappropriate, are able to contact the Lead Independent Director.
The AC, NC, RC and CSCC of the Company are also all chaired by Independent Directors. The Board is of
the view that there are sufficient safeguards and checks in place to ensure that the process of decision
making by the Directors is independent and based on collective decision-making without our Executive
Chairman and CEO being able to exercise considerable concentration of power or influence.
Nominating Committee
Principle 4: Board Membership
Principle 5: Board Performance
The NC of the Company comprises the following members, the majority of the members, including the
Chairman of the NC, are Independent Non-executive Directors:
Sunny Wong Fook Choy
Chairman, Lead Independent Director
Ho Chew Thim, Raymond
Member, Independent Director
Ng Chee Keong
Member, Independent Director
Sim Soon Ngee Glenndle
Member, Executive Chairman and CEO
The principal functions of the NC include:
• making recommendations to the Board on the appointment and re-appointment of Directors;
• making plans for succession, in particular for the Chairman and CEO;
• assessing the effectiveness of the Board as a whole and the contribution of each individual Director
to the effectiveness of the Board;
• reviewing the training and professional development programs for the Board;
• evaluating the independence of the Directors; and
• regularly reviewing the Board structure, size and composition having regard to the scope and nature
of the operations of the Group and the core competencies of the Directors as a group.
