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A N N U A L R E P O R T 2 0 1 5
T H E S T R E N G T H O F O U R B R A N D S
De l ega t i on by t he Boa r d
The Board has delegated certain functions to various Board Committees, namely the Audit Committee, Nominating Committee
and Remuneration Committee. Each of the Board Committees has its own written terms of reference and whose actions are
reported to and monitored by the Board. The Board accepts that while these Board Committees have the authority to examine
particular issues and will report back to the Board with their decisions and/ or recommendations, the ultimate responsibility
on all matters lies with the Board.
Ke y f e a t u r e s o f boa r d p r oc e s s e s
The dates of Board and Board Committee meetings, as well as Company’s Annual General Meeting (the “
agm
”), are scheduled
in advance at the beginning of each calendar year. To assist directors in planning their attendance, the Company Secretary
consults every director before fixing the dates of these meetings. The Board conducts regular scheduled meetings at least
twice a year and as warranted by particular circumstances. Ad hoc meetings are also convened to deliberate on urgent
substantive matters. Telephone attendance or by means of similar communication equipment at Board and Board Committee
meetings are allowed under the Company’s Articles of Association.
D i r e c t o r s ’ a t t endanc e a t Boa r d and Boa r d Commi t t e e me e t i ng s
The details of the number of Board and Board Committees Meetings held in the Financial Year Ended 31 March 2015 (“
FY2015
”),
as well as the attendance of each director at those meetings, are disclosed as below:
board meetings
audit Committee
meetings
nominating
Committee meetings
remuneration
Committee meetings
Melvin Goh
4
4
4*
4*
1*
1*
1*
1*
Andy Goh
4
4
4*
4*
1*
1*
1*
1*
Lim Kim Quee
4
4
4
4
1
1
1
1
Ng Tiak Soon
4
4
4
4
1
1
1
1
Tan Siok Sing
4
4
4
4
1
1
1
1
Note:
(*) Attended as invitees
Boa r d app r ov a l
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:
•
Matters involving a conflict of interest for a substantial shareholder or a director;
•
Material acquisition and disposal of property, plant and equipment of S$2 million and above;
•
Corporate restructuring;
•
Share issuances, interim dividends and other returns to shareholders;
•
Interested person transactions; and
•
Any investment or divestment exceeding S$1 million in transaction value.
