The Board’s composition, size and balance and independence of each non-executive director will be reviewed by the NC annually and
periodically where the changes in the operations warrant.
The Board comprises of Directors who possess the core competencies, experience and knowledge in business, finance and management
skills critical to the Group’s business and that each Director brings to the Board an independent and objective perspective to enable
balanced and well-considered decisions to be made.
The directors, having reviewed the composition of the Board, are satisfied that the present size and composition of the Board is effective
for decision making.
Non-Executive and Independent Directors of the Board exercise no management functions but have equal responsibility for the
performance of the Group, the role of the non-executive and independent directors is particularly important in ensuring that the strategies
proposed by the Management are constructively challenged, taking into account the long-term interests, not only of the shareholders, but
also of employees, customers, suppliers and the many communities in which the Group conducts business. The Independent Directors
help to develop proposals on strategy and review the performance of Management in meeting agreed goals and objectives and monitor
the reporting performance. When necessary, the Independent Non-Executive Directors will meet and discuss on the Group’s affairs
without the presence of the Management.
Chairman and CEO
Principle 3:
There should be a clear division of responsibilities between the leadership of the Board and the executive responsibility for
managing the company’s business. No one individual should represents a considerable concentration of power.
There is a distinct separation of responsibilities between the Chairman and the CEO, which ensures that there is an appropriate balance
of power and authority, increased accountability and greater capacity of the Board for independent decision making at the top of the
Company. In line with Guideline 3.1 of the Code of Corporate Governance 2012, Dr Ong Seh Hong was appointed as Independent Non-
Executive Chairman on 1 June 2013.
The Independent Non-Executive Chairman, amongst his other duties, schedules and chairs Board meetings and with the assistance of
the Company Secretary and Executive Directors, prepares Board agenda as well as controls the quality, quantity and timeliness flow of
information between Management to the Board, promoting effective communication with the Company’s shareholders. The Chairman is
also responsible for the workings of the Board and ensures the integrity and promoting his standard of corporate governance with full
support of the directors and management.
Mr Chua Leong Hai is the CEO of the Company. He is the founder of the Group and has played an instrumental role in developing the
business since its establishment. He has considerable industry experience and business network and has also provided the Group with
strong leadership and vision. The CEO and Executive Directors, assisted by the various functional directors and senior management,
manage and are responsible for the Group’s day-to-day operations and business.
Board Membership and Performance
Principle 4:
There should be a formal and transparent process for the appointment and re-appointment of directors to the Board.
Principle 5:
There should be a formal annual assessment of the effectiveness of the Board as a whole and its board committees and the
contribution by each director to the effectiveness of the Board.
The NC comprises the following members, the majority of whom are Independent and Non-Executive Directors:
Khor Poh Hwa
Chairman and Independent Director
Koh Lian Huat
Member and Independent Director
Ong Seh Hong
Member and Independent Director
Chua Leong Hai
Member and CEO
CORPORATE GOVERNANCE REPORT
Hock Lian Seng Holdings Limited
Annual report 2014
16
