REPORT ON CORPORATE GOVERNANCE
6. Access to Information
The management of the Company has an on-going obligation to supply the Board with complete, adequate information in
a timely manner. In addition, the Board has separate and independent access to the Company’s management in respect of
obtaining information, as reliance purely on what is volunteered by the management of the Company may not to be adequate
in certain circumstances and further enquiries may be required for the Board to fulfil its duties properly. Monthly management
reports from the principal subsidiaries are circulated to the Audit and Risk Committee.
The information that is provided by the management of the Company to the Board includes background or explanatory
information relating to matters to be brought before the Board, copies of disclosure documents, budgets, forecasts and internal
financial statements. In addition, in respect of budgets, any material variances between the projections and actual results are also
disclosed and explained.
The Directors also have separate and independent access to the Company Secretary. In addition, the role of the Company
Secretary is also clearly defined and includes the responsibility for ensuring that the Board procedures are followed and that
applicable rules and regulations are complied with. Under the direction of the Chairman, the Company Secretary’s responsibilities
include ensuring good information flows within the Board and the Audit and Risk Committee and between senior management
and Non-executive Directors, as well as facilitating orientation and assisting with professional development as required. The
Company Secretary attends all Board meetings and Audit and Risk Committee meetings. The appointment and the removal of
the Company Secretary is a matter for the Board as a whole.
In addition to the above, the Board has procedures for Directors, either individually or as a group, in the furtherance of their duties,
to take independent professional advice, if necessary, at the Company’s expense.
7. Procedures for Developing Remuneration Policies
The members of the Compensation Committee at the date of this report comprise the following Directors: -
Non-executive Independent Directors:
LimMing Seong - Chairman
Dr Lim Boh Soon
Non-executive Non-Independent Director
Tan Mok Koon
The Board established the Compensation Committee, whose functions are equivalent to a Remuneration Committee.
The Compensation Committee comprises three members, all of whom are Non-executive Directors. Two of the Non-executive
Directors, Mr Lim Ming Seong and Dr Lim Boh Soon are independent of the management of the Company and are considered
to be independent by the Board as they have no relationships with the Company, its related companies or its officers that could
interfere, or be reasonably perceived to interfere, with the exercise of the Directors’ independent business judgment.
The Chairman of the Compensation Committee, Mr Lim Ming Seong, is an independent Non-executive Director, who is
knowledgeable in the field of executive compensation. In addition, the Compensation Committee has access to the relevant
expert advice within the Company.
No individual Director of the Company fixes his own remuneration.
The Compensation Committee holds at least one meeting each financial year, and also as warranted by particular circumstances,
as deemed appropriate by the Compensation Committee.
The primary function of the Compensation Committee is to provide assistance to the Board in respect of compensation issues
generally, and in particular, in relation to Executive Directors and the key management of the Group, bearing in mind that a
meaningful portion of the Executive Directors’ remuneration as well as the remuneration of the key management of the Group,
shall becontingent upon its financial performance inorder to foster thecreationof long termshareholder value. TheCompensation
Committee shall cover all aspects of remuneration, including but not limited to Non-executive Directors’ fees. The Compensation
Committee’s recommendations to the Board are made in consultation with the Chairman of the Compensation Committee, who
is also the Chairman of the Board, and shall be submitted for endorsement by the entire Board.
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ANNUAL REPORT 2014
