18
A
N N U A L
R
E P O R T
2 0 1 5
S
ta tement on
C
o r po ra te
G
ove r nance
The Board is provided with and has access to all
company’s information to enable it to discharge its
duties. The management is invited to attend the
Board and Audit Committee meetings and to brief and
provide explanation to the directors on the operations
in the Group. e Board is also briefed progressively
by the Company Secretary, External Auditors and the
Internal Auditors on the changes in corporate regulatory
requirements. In addition, the Board collectively could
engage independent professionals when necessary to
seek their advices in furtherance their duties.
Board Committees
The Board maintains specific Board Committees
namely Audit Committee, Nomination Committee and
Remuneration Committee. ese Committees ensure
greater attention, objectivity and independence are
provided in the deliberations of specic board agenda.
However, in order to ensure the direction and control
of the Group is rmly within the Board, the Board has
dened the terms of reference for each Committee. e
Chairman of the respective Board Committees would
report to the Board during the Board meetings on
signicant matters and salient matters deliberated in
the Committees.
Audit Committee
e composition requirement of the Audit Committee
members is in accordance with the regulator y
requirements. The Audit Committee Chairman has
access to all the Executive Directors, senior management,
External and Internal Auditors. e detailed information
on the composition of the Audit Committee, its terms of
reference and a summary of its activities are set out on
pages 25 to 27 of this Annual Report.
Nominating Committee
eNominatingCommittee is establishedandmaintained
to ensure that there are formal and transparent
procedures for the appointment of new directors to the
Board and for the performance appraisal of directors.
e current members of the Nominating Committee are:
Chairperson :
Chew Yuit Yoo
(Senior Independent Non-Executive
Director)
Member
:
Dato’ Dr. Koe Seng Kheng
(Independent Non-Executive Director)
:
iang Chew Lan
(Independent Non-Executive Director)
During the nancial year the Nomination Committee
conducted
three (3)
meetings. At these meetings, the
Nomination Committee:
i. Deliberated the performance of the board and
contribution of each individual director;
ii. ReviewedthecurrentcompositionoftheBoard
and Board Committees and their required mix
of skills, integrity, knowledge, expertise and
experience to function eectively under the
current size of operations of the Group;
iii. Reviewed and recommended to the Board for
re-election of retiring directors in AGM;
iv. Reviewed and proposed to the Board for the
appointment of new directors and members
to the Board Committee.
Remuneration Committee
e present members of the Remuneration Committee
are:
Chairperson :
iang Chew Lan
(Independent Non-Executive Director)
Member
:
Chew Yuit Yoo
(Senior Independent
Non-Executive Director)
Dato’ Dr. Koe Seng Kheng
(Independent Non-Executive Director)
e Committee considers the principles recommended
by the Code in determining the directors’ remuneration,
whereby, the executive remuneration is designed
to link rewards to the Group’s performance whilst
the remuneration of the non-executive directors is
determined in accordance with their experience and the
level of responsibilities assumed.
Remuneration Committee meeting is held at least once
a year. During the nancial year, three (3) meetings
were held which were attended by all members of the
Remuneration Committee.
