Corporate Governance
Our Directors recognise the importance of corporate governance and the offering of high standards of accountability to the shareholders of our Company, and will follow closely the best practice outlined in the Best Practice Guide issued by SGX-ST. Our Board of Directors has formed three committees:
Audit Committee
The Audit Committee, chaired by Dr Robert Henry Keith Sloan, comprises of one Independent Director of the Company, Mr Lim Yeow Hua and one Executive Director of the Company, Mr Tan Gim Seng. Although the Remuneration Committee does not comprise entirely of non-executive directors, the majority of the members are independent. The Audit Committee meets periodically at least four times a year to review accounting, auditing and financial reporting matters so as to ensure that an effective system of control is maintained within the Group.
The Audit Committee duties include the review of:
- the audit plans of the Company's external auditors and their evaluation of the Group's system of internal accounting controls;
- the external auditors' reports;
- the cooperation given by the Group's officers to the external auditors;
- the Group's financial statements and announcements before their submission to the Board;
- the nomination of external auditors for reappointment;
- interested person transactions, if any;
- the scope and adequacy of the Group's internal control procedures.
Apart from the duties listed above, the Audit Committee shall commission and review the findings of internal investigations of matters where there is any suspected fraud or irregularity, or failure of internal controls or infringement of any Singapore or other applicable law, rule or regulation which has or is likely to have a material impact on the Group's operating results and/or financial position.
Remuneration Committee
The Remuneration Committee comprises Mr Lim Yeow Hua, Dr Robert Henry Keith Sloan and Dr Tan Kim Yong. The Chairman of the Remuneration Committee is Mr Lim Yeow Hua. Although the Remuneration Committee does not comprise entirely of non-executive directors, the majority of the members are independent. In addition, there are sufficient safeguards to minimise the risk of any potential conflict of interest. In the event that any member of the Remuneration Committee is interested in a decision to be made by the Remuneration Committee, he will abstain from the decision-making process. The Independent Directors on the Remuneration Committee will review and approve annually the total remuneration of the Directors, Executive Officers and other employees who are related to the Directors or Substantial Shareholder. The Committee may seek expert advice in the field of executive compensation outside the Company upon approval by the Board.
The Remuneration Committee is established with the responsibility to oversee the general compensation of employees of the Group with a goal to motivate, recruit and retain the employees and Directors through competitive compensation and progressive policies.
Nominating Committee
The Nominating Committee comprises Mr Lim Yeow Hua, Dr Robert Henry Keith Sloan, Dr Tan Kim Yong. The Chairman of the Nominating Committee is Mr Lim Yeow Hua.
The Nominating Committee will be responsible for:
- re-nomination of the Directors having regard to the Director's contribution and performance;
- determining annually whether or not a Director is independent;
- deciding whether or not a Director is able to and has been adequately carrying out his duties as a Director.
The Company's Articles of Association provides that one-third of the Directors for the time being, or if their number is not three or a multiple of three, then the number nearest to but not less than onethird are required to retire from office. Retiring Directors are selected on the basis of those who have been the longest in office since their last election, failing which they shall be selected by lot.
For appointment of new directors to the Board, the Nominating Committee would, in consultation with the Board, evaluate and determine the selection criteria with due consideration to the mix of skills, knowledge and experience of the existing Board. The Nominating Committee does so by first evaluating the existing strengths and capabilities of the Board, assess the likely future needs of the Board, assess whether this need can be fulfilled by the appointment of one person and if not, then to consult the Board with respect to the appointment of two persons, seek likely candidates widely and source resumes for review, undertake background checks on the resumes received, narrow this list of resumes to a short list and then to invite the shortlisted candidates to an interview which may include a briefing of the duties required to ensure that there are no expectations gap. The Nominating Committee will seek candidates widely and beyond persons directly known to the Directors and is empowered to engage professional search firms and also give due consideration to candidates identified by any persons. The Nominating Committee will interview all potential candidates in frank and detailed meetings and make recommendations to the Board for approval.
The Board will consider the potential candidates and new Directors are appointed by the Board by way of Board resolution, following which they are subject to election by shareholders at the next Annual General Meeting immediately following their appointment and thereafter, they are subject to the one-third rotation rule.
The Company will consider appropriate training programmes for Directors to meet their relevant training needs. Orientation programmes are organized for new Directors to ensure that they are familiar with the Company's business and governance policies. As more than half of the Nominating Committee comprises independent directors, there are sufficient safeguards to minimise the risk of any potential conflict of interest. In the event that any member of the Nominating Committee is interested in a decision to be made by the Nominating Committee, he will abstain from the decisionmaking process.