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A M A R Q U E A B O V E T H E R E S T 32 E U R O S P O R T S G L O B A L L I M I T E D 33
2 0 1 4 A N N U A L R E P O R T
Board Composition and Guidance
Principle 2: There should be a strong and independent element on the Board, which is able to exercise objective
judgement on corporate affairs independently, in particular, from the Management and 10% shareholders. No
individual or small group of individuals should be allowed to dominate the Board’s decision making.
Board size and board composition
The present Board comprises five members. There is strong and independent element on the Board. Of the five
members, three are Non-Executive Independent Directors.
On an annual basis, the Nominating Committee reviews the size and composition of the Board and Board
Committees and the skills and core competencies of their members to ensure an appropriate balance of skills
and experience. These competencies include accounting and finance, banking, business acumen, customer-
based knowledge, familiarity with regulatory requirements, industry knowledge, risk management knowledge,
management experience, and strategic planning experience.
The Board considers that its directors possess the necessary competencies and knowledge to lead and govern the
Group effectively.
Taking into account the nature and scope of the Group’s business, the Board believes that the current composition
and size provide sufficient diversity without interfering with efficient decision-making.
Directors’ independence review
Directors who have no relationship with the Group, its related corporations, officers or its shareholders with
shareholdings of 10% or more in the voting shares of the Company that could interfere, or be reasonably perceived
to interfere, with the exercise of the director’s independent business judgement in the best interests of the Group,
is considered to be independent.
The Nominating Committee is tasked to determine on an annual basis, and as and when the circumstances require,
whether or not a director is independent, bearing in mind the Guidelines 2.3 and 2.4 set forth in the Code.
Annually, each director is required to complete a Director’s Declaration of Independence (“Declaration”) to
confirm his independence. The Declaration is drawn up based on the guidelines provided in the Code. Thereafter,
the Nominating Committee reviews the Declaration completed by each director, assesses the independence of the
directors and recommends its assessment to the Board.
The Nominating Committee has affirmed that Mr Ng Tiak Soon, Mr Lim Kim Quee and Mr Tan Siok Sing are
Independent Directors. None of the Independent Directors has served on the Board beyond nine years from their
respective date of appointment. Guideline 2.4 of the Code is therefore not applicable to the Board.
Directors’ time commitments and multiple directorships
All directors are required to declare their board appointments. The Nominating Committee has reviewed and
is satisfied that each director is able to devote sufficient time and attention to the affairs of the Company to
adequately discharge his duties as a director of the Company.
CORPORATE
GOVERNANCE REPORT
Board approval
The Group has adopted and documented internal guidelines setting forth matters that require Board approval.
Matters which are specifically reserved for the Board approval are:
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Training of directors
The Company has an open policy for professional training for all directors. The Company encourages directors to
attend the relevant courses and training programmes and the cost incurred will be borne by the Company.
The Company will regularly organise internal trainings for the directors, which include technical training on the
Company’s products.
Induction, briefings, updates to directors in Financial Year Ended 31 March 2014 (“FY2014”)
A formal letter of appointment is provided to every new director. The formal letter of appointment indicates the
time commitment required and the roles and responsibilities of directors.
All new directors were given appropriate briefings when they were first appointed to the Board. All new directors
appointed to the Board were briefed to ensure that they are familiar with the Company’s business, operation,
governance practice and regulatory requirement. The directors are provided with continuing briefings from time
to time and are kept updated on relevant laws and regulations, including directors’ duties and responsibilities,
corporate governance and developing trends, insider trading and financial reporting standards so as to enable
them to properly discharge their duties as members of the Board or Board Committees. In addition, the external
auditors will brief the directors at least annually to keep the directors abreast of changes to accounting standards
and issues which have a direct impact on financial statements or when necessary when these changes may be
significant and/or substantial.
The directors can request for further explanations, briefings or information on any aspect of the Company’s
operation or business issues from the Management.
CORPORATE
GOVERNANCE REPORT