ANNUAL REPORT
2016
.33
CORPORATE
GOVERNANCE
As and when required, the Non-Executive and Independent Directors will hold meetings without the presence of
management and the Executive Directors, in order to facilitate a more effective check on the management and/or the
Executive Directors.
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 KimQuee 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.
The key information on the directors is set out below:
Name of
Director
Appointment
Date of Appointment
/ Last Re-election
Directorships in other listed companies
Due for
Re-appointment
at the AGM
Current as
at 1 July 2016
For the
past 3 years
Melvin Goh Chairman
and CEO
12 December 2012 /
31 July 2014
Nil
Nil
NA
Andy Goh Deputy CEO 12 December 2012 /
28 July 2015
Nil
Nil
NA
Lim Kim Quee Independent
Director
29 November 2013 /
31 July 2014
Nil
Nil
Retirement
by Rotation (Article
113)
Ng Tiak Soon Independent
Director
29 November 2013 /
31 July 2014
800 Super Holdings Limited
MDR Limited
Cordlife Group
Limited
St. James Holdings
Limited
Retirement
by Rotation (Article
113)
Tan Siok Sing Independent
Director
29 November 2013 /
28 July 2015
Changtian Plastic & Chemical Limited
Dukang Distillers Holdings Limited
Li Heng Chemical Fibre
Technologies Limited
QingMei Group Holdings Limited
Nil
NA
The Nominating Committee has reviewed the contribution by each Director taking into account their listed company board
representations and other principal commitments. Key information about the Boardmembers, including their principal commitments
are set out on pages 16 and 17 of this annual report.
