In addition, the directors of the Company are encouraged to attend appropriate or relevant courses, conferences and seminars conducted
by professional organisations. The Company may funds the appropriate training and development programmes for the directors. The
Board has received updates on changes in listing rules, regulatory requirements, corporate governance guidelines and best practices
on regular basis.
Board Processes
To assist the Board in the discharge of its responsibilities, the Board has established four Committees namely, the Audit and Risk
Management Committee (“
ARMC
”), the Remuneration Committee (“
RC
”), the Nominating Committee (“
NC
”) and the Board Safety
Committee (“
BSC
”). These committees function within clearly defined terms of reference and operating procedures, which are reviewed
on a regular basis.
The schedule of all Board and Board Committee meetings for a calendar year is usually given to all Directors well in advance. Besides
the scheduled quarterly Board meetings, the Board meets on an ad-hoc basis as warranted by particular circumstances. Board meetings
will be convened when they are deemed necessary, to review the Group’s operations, conduct strategic review of the business affairs
and address other specific significant matters that arise. The Company’s Articles of Association (the “
Articles
”) provide for meetings of
the Directors to be held by means of telephone conference or other methods of simultaneous communication be electronic or telegraphic
means. The Board also approves transactions through circular resolutions which are circulated to the Board together with all relevant
information to the proposed transaction.
The agenda for meetings is prepared in consultation with the Non-Executive Chairman and the Chief Executive Officer (“
CEO
”). The
agenda and submissions are circulated in advance of the scheduled meetings. The Board and Board Committee meetings held during
the financial year and the attendance of Directors at the meetings are set out as follows:
*Chew Tuan Dong and Chua Sey Kok were appointed on the Board on 8 August 2014.
Board Composition and Guidance
Principle 2:
There should be a strong independent element on the Board, which is able to exercise objective judgment on corporate affairs
independently, in particular, from Management and 10% shareholders. No individual or small group of individuals should be
allowed to dominate the Board’s decision making.
The Board currently comprises 8 directors of whom 3 are independent directors. There is a fairly strong independent element on the
Board, with independent directors constituting approximately one-third of the Board.
The Board has adopted the Code’s criteria of an independent director in its review and therefore the NC is of the view that all
independent directors have satisfied the criteria of independence. Matters requiring the Board’s approval are discussed and deliberated
with participation from each member of the Board. The decisions are based on collective decisions without an individual influencing or
dominating the decision making process.
CORPORATE GOVERNANCE REPORT
Board
Audit and Risk
Management
Committee
Nominating
Committee
Remuneration
Committee
Board Safety
Committee
Number of Meetings Held
4
4
1
1
1
Attendances
Ong Seh Hong
4
4
1
1
1
Chua Leong Hai
4
-
1
-
-
Chew Tuan Dong*
2
-
-
-
-
Chua Sey Kok*
2
-
-
-
-
Chua Hua Hong
4
-
-
-
-
Kee Guan Chua
4
-
-
-
-
Koh Lian Huat
4
4
1
1
1
Khor Poh Hwa
4
4
1
1
1
Hock Lian Seng Holdings Limited
Annual report 2014
15
