ANNUAL REPORT
2016
.31
CORPORATE
GOVERNANCE
Delegation by the Board
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.
Key features of board processes
The dates of Board and Board committee meetings, as well as the 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 thesemeetings. The Board conducts regular scheduledmeetings 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 Constitution.
Directors’ attendance at Board and Board committee meetings
The details of the number of Board and Board committees meetings held in the Financial Year Ended 31 March 2016 (“
FY2016
”),
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
Held Attended Held Attended Held Attended Held Attended
Melvin Goh
6
6
4*
4*
2*
2*
2*
2*
Andy Goh
6
6
4*
4*
2*
2*
2*
2*
Lim Kim Quee
6
5
4
4
2
2
2
2
Ng Tiak Soon
6
6
4
4
2
2
2
2
Tan Siok Sing
6
6
4
4
2
2
2
2
Note: (*) Attended as invitees
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:
• 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.
Apart from the matters that are reserved for the Board’s approval, the Board approves the following:
• Strategies and objectives of the Group;
• Annual budgets and business plans;
• Announcements of half-year and full year results;
• Releases of annual reports;
• Convening of shareholders’ meetings; and
• Commitments to terms loans and lines of credits from banks and financial institutions.
