Page 13 - ar2012.pdf

11 '"3 &"45 (3061 -*.*5&% t "//6"- 3&1035
All other matters are delegated to committees of the Board whose actions are monitored and endorsed by
the Board. These committees include the Audit Committee (“AC”), the Nominating Committee (“NC ”) and the
Remuneration Committee (“RC”), all of which operate within clearly defined and written terms of reference and
functional procedures, which are reviewed on a regular basis. Each of these committees reports its activities regularly
to the Board.
The Board ensures that incoming newly-appointed Directors will be orientated on the Group’s business strategies,
operations and governance practices to facilitate the effective discharge of their duties. Newly-appointed Directors
will also be provided with a formal letter setting out their duties and obligations.
Board members have been and will be encouraged to attend seminars and receive training to improve themselves in
the discharge of their duties as Directors. The Company will work closely with professionals to provide its Directors
with updates on changes to relevant laws, regulations and accounting standards.
Directors are also provided with an insight into the Group’s operational facilities and periodically meet with the
Management to gain a better understanding of the Group’s business operations. The Board as a whole is updated
on risks management and the key changes in the relevant regulatory enviroments which have an important bearing
on the Company and the Directors’ obligations to the Company.
Principle 2: A strong and independent element on the Board.
The Board comprises eight members, including three Executive Directors, two Non-Executive Directors and three
Independent Directors as follows:
Mr Loh Ah Peng @ Loh Ee Ming Non-executive Chairman
Mr Loh Mun Yew Chief Executive Officer and Executive Director
Mr Leng Chee Keong Chief Operating Officer (Sales and Marketing) and Executive Director
Mr Allan Ward Chief Operating Officer (Engineering and Manufacturing) and Executive Director
Ms Loh Pui Lai Non-executive Director
Mr Hew Koon Chan Independent Director
Mr Mak Yen-Chen Andrew Independent Director
Mr Tan Hwee Kiong Independent Director
The Company endeavours to maintain a strong and independent element on the Board. As there are three
Independent Directors on the Board, the requirement of the Code that at least one-third of the Board comprise of
Independent Directors is satisfied. The Board considers an Independent Director as one who has no relationship with
the Company, its related companies or its officers that could interfere, or be reasonably perceived to interfere, with
the exercise of the Directors’ independent judgment of the Group’s affairs.
The Independent Directors have confirmed that they do not have any relationship with the Company or its
related companies or its officers that could interfere, or be reasonably perceived to interfere, with the exercise of
the Directors’ independent business judgment. The NC has reviewed and determined that the said Directors are
independent. The independence of each Director has been and will be reviewed annually by the NC based on the
guidelines set forth in the Code.
The Board has examined its size and is satisfied that it is an appropriate size for effective decision-making, taking into
account the scope and nature of the operations of the Company. The NC is of the view that no individual or small
group of individuals dominates the Board’s decision-making process.
The NC is of the view that the current Board comprises persons who as a group provide capabilities required for
the Board to be effective. Details of the Board members’ qualifications and experience are presented in this Annual
Report under the heading “Board of Directors”.
Corporate Governance Report