Assessment of Independence of Individual Director
1. Relationship with the Company, its related corporations , its 10% shareholders or its officers
2. Immediate family relationship between the candidate and the directors, the Company or its 10% shareholders
Board performance
For FY2014, the NC evaluated the Board as a whole and its Board committees. The performance criteria for the Board and Board
committees evaluation cover amongst other criteria, Board Structure, Conduct of Meetings, Corporate Strategy and Planning and Risk
Management and Internal Control. Although the Directors are not evaluated individually, the factors taken into consideration for the
re-nomination of the Directors for the current year are based on the Directors’ attendance at meetings held during the year and the
contribution made by the Directors at the meetings.
The NC has recommended and the Board has approved the re-election of Mr Kee Guan Chua and Mr Khor Poh Hwa who are retiring
under Article 97 of the Articles, Mr Chua Sey Kok and Mr Chew Tuan Dong under Article 101 of the Articles and re-appoint of Mr Chua
Leong Hai and Mr Koh Lian Huat, directors retiring pursuant to Section 153(6) of the Companies Act, Chapter. 50, who are over 70
years of age at the forthcoming AGM.
Each member of the NC shall abstain from voting on any resolutions and making recommendations and/or participating in any
deliberations of the NC in respect of his re-nomination as director.
The key information regarding directors such as academic and professional qualifications, board committees served, directorships or
chairmanships both present and past held over the preceding three years in other listed companies and other principal commitment,
whether the appointment is executive or non-executive can be found under Principle 1 and the “Board of Directors” section of the
Annual Report.
Access to Information
Principle 6:
In order to fulfill their responsibilities, directors should be provided with complete, adequate and timely information prior to
board meetings and on an on-going basis so as to enable them to make informed decisions to discharge their duties and
responsibilities.
Proposals to the Board for decision or mandate sought by the Management are in the form of memos that give Board members complete,
adequate and timely information, and are distributed prior to board meetings. Staff who can provide additional insight into matters to be
discussed will be present at the relevant time during the Board and Board committee meetings.
Management will brief the Directors on the background and any material and significant information affecting the business of the Group
before proceed to the Board’s discussion and seek for the Board’s approval. Any requests by Directors for further explanation, briefing
on any aspect of the Group’s operations or business are met with in a timely manner.
Directors
Date of
Appointment
Independence
status under
the code
Less than
10% interest
(direct/
deemed)
1
Independent
relationship
Served on the
Board for less
than 9 years
2
Immediate
family
relationship
Ong Seh Hong
23 Sep 2011
Yes
Nil
Yes
Yes
No
Chua Leong Hai
20 May 2009
No
No
No
Yes
Yes
Chew Tuan Dong
8 August 2014
No
Nil
No
Yes
No
Chua Hua Hong
15 Sep 2009
No
Yes
No
Yes
Yes
Kee Guan Chua
26 Mar 2012
No
Yes
No
Yes
No
Chua Sey Kok
8 August 2014
No
Nil
No
Yes
No
Khor Poh Hwa
30 Nov 2009
Yes
Nil
Yes
Yes
No
Koh Lian Huat
30 Nov 2009
Yes
Nil
Yes
Yes
No
CORPORATE GOVERNANCE REPORT
Hock Lian Seng Holdings Limited
Annual report 2014
18
