ANNUAL REPORT 2015
35
CO R P O R AT E GOV E R NAN C E R E P O R T
(CONTINUED)
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 Nominating Committee (“NC”) has reviewed the composition of the present Board and is satisfied that the directors, as
a group, possess core competencies in management experience, strategic planning, accounting, finance, and the necessary
industry knowledge. The NC is aware of the importance of diversity of the Board composition (such as skills, experience,
qualifications, core competencies, age, gender and race) and board appointments would continue to be based on merit
and diversity factors.
The NC, having regard to the Code’s guidance for assessing independence, has determined that the majority of Directors on
the Board, being six 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 and at all times the interests of the
Company, Board and Committees were protected and enhanced by their length of service. 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. Where necessary, the independent Directors also have the discretion to meet without
the presences of other Directors and they are able to provide feedback to the Chairman. The chairpersons of each of
the board committees have sufficient standing and authority to look into any matter which management or executive
directors fail to resolve.
