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ANNUAL REPORT 2013 37
Board Composition and Guidance
The Board considers its present size of nine directors appropriate for the current scope and nature of the Group’s
operations. The Articles of Association of the Company allow for a maximum of 15 directors. The Nominating
Committee (“NC”) has reviewed the composition of the present Board and is satisfed that the directors, as a group,
possess core competencies in accounting, fnance, management experience, strategic planning and the necessary
industry knowledge.
The NC, having regard to the Code’s guidance for assessing independence, has determined that the majority of
Directors on the Board, being fve of the Non-Executive Directors, namely Mr Sat Pal Khattar, Dr Lee Suan Yew,
Mr Hwang Soo Jin, Dr Chew Kia Ngee and Mr Peter Sim, are Independent Directors, as indicated in Table 1 above.
Such Non-Executive Independent Directors have no relationships or connections which are likely to interfere,
or could reasonably be perceived to interfere, with their independent business judgement with a view to the
best interests of the Company. They are not substantial shareholders and are independent from the substantial
shareholders of the Company.
They and their immediate family members did not have any fnancial dealings with the Group whether in the
current or immediate past fnancial year, nor are or were they or any of their immediate family members, during
the current or immediate past fnancial year, a substantial shareholder of, or a partner (with 10% or more stake) in,
or an executive offcer of, or a director of, any organisation to which the Group made, or from which the Group
received, signifcant payments or material services (including auditing, banking, consulting and legal services) in
the current or immediate past fnancial year. Also, neither they nor any of their immediate family members is or
was in the past three fnancial years employed by the Group.
Although three of the directors, namely Mr Sat Pal Khattar, Dr Lee Suan Yew and Mr Hwang Soo Jin, have served
as Non-Executive Directors for more than nine years each, the NC and the Board are of the view that their length of
service does not compromise their objectivity in the discharge of their duties. Notes of Board and Board Committee
meetings show that each of the three Directors continues to express his individual independent viewpoints.
Accordingly, the NC and the Board have determined that Mr Sat Pal Khattar, Dr Lee Suan Yew and Mr Hwang
Soo Jin can continue to be designated as Independent Directors.
The Board will continue to look for new members who can serve the Board as older members step down in order
to facilitate renewal of the Board.
Chairman and Chief Executive Offcer
There is a clear division of the role and responsibilities between the Non-Executive Chairman of the Board
(“Chairman”) and the Chief Executive Offcer (“CEO”), who is the son of the Chairman. The Chairman’s principal
role is to lead and guide the Board. The scope of responsibilities and limits of authority of the CEO are set out in a
written mandate. The CEO executes the strategic directions set by the Board and is responsible for the Group’s day-
to-day operations. Although the Chairman and CEO are related, the Board is of the opinion that it is not necessary
to appoint a lead independent director. Shareholders can approach any Independent Director for assistance through
the Company Secretary, if he has any issues that affect shareholders generally.
CORPORATE GOVERNANCE REPORT (CONTINUED)