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A M A R Q U E A B O V E T H E R E S T
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E U R O S P O R T S G L O B A L L I M I T E D
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2 0 1 4 A N N U A L R E P O R T
Chairman and Chief Executive Officer
Principle 3: There should be a clear division of responsibilities between the leadership of the Board and
the executives responsible for managing the Company’s business. No one individual should represent a
considerable concentration of power.
Mr Melvin Goh is the Chairman of the Board and the CEO. He assumes the following responsibilities:
(a)
Lead the Board to ensure its effectiveness on all aspects of its role;
(b)
Set the agenda and ensure that adequate time is available for discussion of all agenda items, in particular
strategic issues;
(c)
Promote a culture of openness and debate at the Board;
(d)
Ensure that the directors receive complete, adequate and timely information;
(e)
Ensure effective communication with shareholders;
(f)
Encourage constructive relations within the Board and between the Board and Management;
(g)
Promote high standards of corporate governance;
(h)
Run the day-to-day business of the Group;
(i)
Ensure implementation of policies and strategies across the Group as set by the Board;
(j)
Lead the Management Team;
(k)
Assess the risk and opportunities for the growth of its business;
(l)
Review the performance of its existing business; and
(m) Enhance the long-term shareholders’ value of the Company.
The Board has not adopted the recommendation of the Code to have separate directors appointed as the Chairman
and the CEO. This is because the Board is of the view that there is already sufficiently strong independent element
on the Board to enable independent exercise of objective judgement on affairs and operations of the Group by
members of the Board, taking into account factors such as the number of Independent Directors on the Board
as well as the contributions made by each member at meetings which relate to the affairs and operations of the
Group. The Board is satisfied that one person is able to effectively discharge the duties of both positions.
The Board has appointed Mr Ng Tiak Soon as the Lead Independent Director. Shareholders with concerns may
contact him directly, when contact through the normal channels to the Executive Chairman and CEO and/or the
Chief Financial Officer (“
CFO
”) has failed to provide satisfactory resolution, or when such contact is inappropriate.
All the Board Committees are chaired by Independent Directors and more than half of the Board consists of
Independent Directors.
Board Membership
Principle 4: There should be a formal and transparent process for the appointment and re-appointment of
directors to the Board.
The Nominating Committee comprises Mr Tan Siok Sing, Mr Ng Tiak Soon and Mr Lim Kim Quee, all whom are
Non-Executive Independent Directors. Mr Tan Siok Sing is the Chairman of the Nominating Committee.
The Nominating Committee, which has written terms of reference, is responsible for the making recommendations
to the Board on all appointments and re-appointments. The key terms of reference of the Nominating Committee,
include, amongst others, the following:
CORPORATE
GOVERNANCE REPORT
The key information on the directors is set out below:
Name of Director
Appointment
Date of Appointment
Directorships in other listed companies
Current as at
1 July 2014
For the past
3 years
Melvin Goh
Chairman and CEO 12 December 2012
Nil
Nil
Andy Goh
Deputy CEO
12 December 2012
Nil
Nil
Lim Kim Quee
Independent Director
29 November 2013
Nil
Nil
Ng Tiak Soon
Independent Director
29 November 2013
Cordlife Group Limited
St. James Holdings Limited
800 Super Holdings Limited
Kinergy Ltd.
Tan Siok Sing
Independent Director
29 November 2013
Changtian Plastic & Chemical Limited
Dukang Distillers Holdings Limited
Li Heng Chemical Fibre Technologies Limited
QingMei Group Holdings Limited
Nil
The Nominating Committee views that the effectiveness of each director is best assessed by a qualitative assessment
of the director’s contributions, as well as taking into account each director’s listed company board directorships,
and any other relevant time commitments. While having a numerical limit on the number of directorships may
be considered by some other companies to be suitable for their circumstances, at present, the Board considers
the former to be more effective for its purposes. The Company also does not wish to omit from considering
outstanding individuals who, despite the demands on their time, have the capacity to participate and contribute
as new members of the Board.
The Nominating Committee views that it would not be appropriate to set a limit on the number of directorships
that a director may hold because directors have different capabilities, and the nature of the organisations in which
they hold appointments and the kind of committees on which they serve are of different complexities. It is for each
director to personally determine the demands of his or her competing directorships and obligations and assess the
number of directorships they could hold and serve effectively.
For now, the Nominating Committee believes that its qualitative assessment and the existing practice, which
require each director to confirm annually to the Nominating Committee, his ability to devote sufficient time and
attention to the Company’s affairs, having regard to his other commitments, are effective.
Currently, there is an informal succession plan put in place by the Executive Chairman and CEO. Going forward and
at the relevant time, the Nominating Committee will look into a formal succession plan in close consultation with
the Executive Chairman and CEO.
CORPORATE
GOVERNANCE REPORT
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