ANNUAL REPORT 2014
35
Board Composition and Guidance
The Board considers its present size of ten 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 satisfied that the Directors, as a group, possess core competencies in
accounting, finance, 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 six of the Non-executive Directors, namely Mr Sat Pal Khattar, Dr Lee Suan Yew, Mr Hwang Soo Jin,
Dr Chew Kia Ngee, Mr Peter Sim and Mr Gn Hiang Meng, are independent directors, as indicated in Table 1 above, and that
they have maintained their independence throughout the year.
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.
The Non-executive independent Directors are not immediate family members of a 10% shareholder of the Company and were
not directly associated with a 10% shareholder of the Company in the current or immediate past financial year. They and
their immediate family members did not have any financial dealings with the Group whether in the current or immediate past
financial year, nor are or were they or any of their immediate family members, during the current or immediate past financial
year, a substantial shareholder of, or a partner in (with 10% or more stake), or an executive officer of, or a director of, any
organisation to which the Group made, or from which the Group received, significant payments or material services (including
auditing, banking, consulting and legal services) in the current or immediate past financial year. Also, neither they nor any
of their immediate family members were in the past three financial 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 Officer
There is a clear division of the role and responsibilities between the Non-executive Chairman of the Board (“Chairman”) and
the Chief Executive Officer (“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)
