REPORT ON CORPORATE GOVERNANCE
2. Board Composition and Balance
The members of the Board of Directors at the date of this report comprise the following Directors:-
Non-executive Independent Directors:
LimMing Seong – Chairman
Lee Soo Hoon Phillip
Dr Lim Boh Soon
Sin Boon Ann
Lam Kwok Chong
Tan Hien Meng (appointed on 1 November 2014)
Non-executive Non-Independent Director:
Tan Mok Koon – Deputy Chairman
Executive Director:
Lim Boon Kheng – Group Managing Director
The Board currently comprises eight Directors, one of whom is an Executive Director of the Company. The remaining seven
Directors are Non-executive Directors of the Company who are also independent of the management of the Company except for
Mr Tan Mok Koon. All of the Non-executive Directors (other than Mr Tan Mok Koon) are therefore considered to be independent
within the meaning prescribed in the Code by the Board as they have no relationships with the Company, its related companies,
its 10% shareholders or its officers that could interfere, or be reasonably perceived to interfere, with the exercise of the Directors’
independent business judgment.
The responsibilities of the Non-executive Directors include:
(a) assisting the Board to develop proposals on strategy, constructively challenging it when necessary; and
(b) reviewing and monitoring the performance of the management in meeting the goals and objectives committed.
Besides the above, the Non-executive Directors’ responsibilities include other duties as required in their capacity as members
of the Audit and Risk Committee, Executive Committee, Strategy Committee, Nominating Committee and/or Compensation
Committee.
The Non-Executive and Independent Directors meet amongst themselves without the presence of the Management regularly.
The Board has examined its size to determine the impact of the number upon effectiveness and is of the view that the current
Board size of eight Directors is appropriate and facilitates effective decision-making, after taking into account the scope and
nature of the operations of the Group.
In addition, the current Board and Board Committees comprise Directors who as a group provide core competencies, such as
accounting or finance, business or management experience, industry knowledge, strategic planning experience and customer-
based experience and knowledge that are necessary and critical tomeet the Company’s objectives. Board diversity considerations
have also been taken into account in recommending appointments. Key information regarding the Directors of the Company in
respect of academic and professional qualifications is set out in the Annual Report under Directors’ Profile.
As more than half of the Board consists of Non-Executive and Independent Directors, objectivity on issues deliberated is assured
and Management is able to benefit from external perspectives on issues brought before the Board.
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ANNUAL REPORT 2014
