FY 2011 Annual Report - Sheng Siong

Sheng Siong Annual Report 2011
Corporate Governance
In the event that a vacancy on the Board arises, the NC may identify suitable candidates for appointment as new
Directors through the business network of the Board members or engage independent professional advisers
to assist in the search for suitable candidates. The NC will generally identify suitable candidates skilled in core
competencies such as accounting or finance, business or management expertise, or industry knowledge. If
the NC decides that the candidate is suitable, the NC then recommends its choice to the Board. Meetings
with such candidates may be arranged to facilitate open discussion. Upon appointment, arrangements will be
made for the new Director to attend various briefings with the Management.
Board renewal must be an ongoing process to ensure good governance and to maintain relevance to the
changing needs of the Group. As such, no Director stays in office for more than three (3) years unless reelected
by shareholders.
Following its annual review, the NC is satisfied with the independent status of the non-executive and independent
Directors (namely Mr. Goh Yeow Tin, Mr. Jong Voon Hoo and Mr. Francis Lee Fook Wah). Mr. Lee Teck Leng,
Robson, our non-executive Director, is considered non-independent under the Code.
Mr. Lee is a partner at Shook Lin & Bok LLP (“SLB”). SLB are the legal advisers to the Company in respect of
our initial public offering, and provides legal advisory and corporate secretarial services to the Group. SLB has
received professional fees of approximately S$540,000 for legal advisory and corporate secretarial services
rendered to the Group in FY2011. Mr. Lee was however not the partner in charge of the relevant matters nor
had he in any way acted in a professional capacity in relation to the legal advisory services that had been
provided by SLB to the Group.
The NC is also satisfied that sufficient time and attention is being given by each of the Directors to the affairs
of the Group, notwithstanding that some of the Directors have multiple Board representations.
In recommending a Director for re-election to the Board, the NC considers, amongst other things, his
performance and contributions to the Board (including attendance and participation at meetings, and time and
effort accorded to the Group’s business and affairs). The NC has recommended the nomination of Mr. Lim
Hock Chee, Mr. Lim Hock Eng and Mr. Goh Yeow Tin for re-election at the forthcoming annual general meeting
(“AGM”). The Board has accepted the NC’s recommendation and being eligible, Mr. Lim Hock Chee, Mr. Lim
Hock Eng and Mr. Goh Yeow Tin will be offering themselves for re-election at the AGM.
Board Performance
Principle 5: There should be a formal assessment of the effectiveness of the Board as a whole and the
contribution by each Director to the effectiveness of the Board.
The Board has implemented a process to be carried out by the NC to assess its effectiveness as a whole; and
the contribution by each Director to the effectiveness of the Board.
The assessment of the Board utilises a confidential questionnaire, covering areas such as the effectiveness
of the Board in its monitoring role, and is completed by each Director individually. Such performance criteria
are approved by the Board and they address, inter alia, how the Board has enhanced long-term shareholders’
value. The performance criteria do not change unless circumstances deem it necessary and a decision to
change them would be justified by the Board.
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