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FY 2011 Annual Report - Sheng Siong

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Board Composition and Balance<br />

<strong>Sheng</strong> <strong>Siong</strong> <strong>Annual</strong> <strong>Report</strong> <strong>2011</strong><br />

Corporate Governance<br />

Principle 2: There should be a strong and independent element on the Board, which is able to exercise objective<br />

judgement on corporate affairs independently, in particular, from Management. No individual or small group of<br />

individuals should be allowed to dominate the Board’s decision making.<br />

Our Board comprises eight (8) Directors, four (4) of whom are non-executive and three (3) of whom are<br />

independent. The list of Directors is as follows:<br />

Name Date of Appointment Designation<br />

Mr. Lim Hock Chee 10 November 2010 Chief Executive Officer<br />

Mr. Lim Hock Eng 10 November 2010 Executive Chairman<br />

Mr. Lim Hock Leng 10 November 2010 Managing Director<br />

Mr. Tan Ling San 22 June <strong>2011</strong> Executive Director<br />

Mr. Goh Yeow Tin 22 June <strong>2011</strong> Non-executive, Lead Independent Director<br />

Mr. Jong Voon Hoo 22 June <strong>2011</strong> Non-executive Director, Independent<br />

Mr. Francis Lee Fook Wah 22 June <strong>2011</strong> Non-executive Director, Independent<br />

Mr. Lee Teck Leng, Robson 22 June <strong>2011</strong> Non-executive Director<br />

As a group, the Directors bring with them a broad range of relevant industry knowledge, expertise and<br />

experience in areas such as accounting, finance, business, legal and management. The size and composition<br />

of the Board are reviewed by the NC on an annual basis to ensure that the Board has the appropriate mix<br />

of expertise and experience and collectively possesses the necessary skills sets and core competencies for<br />

effective decision making.<br />

The Board is of the opinion that its current size of eight (8) Directors is appropriate, taking into account the<br />

nature and scope of the Group’s operations. As independent and/or non-executive Directors make up half of<br />

the Board, no individual or group of individuals is able to dominate the Board’s decision-making process. The<br />

current Board composition represents a well-balanced mix of experience and expertise to facilitate effective<br />

decision-making.<br />

Each Director has an equal responsibility towards the Group’s operations. Our independent and/or nonexecutive<br />

Directors play an important role in ensuring that the strategies proposed by Management are<br />

constructively challenged, fully discussed and examined, and take into account the long-term interests of<br />

not only the shareholders, but also of other stakeholders such as the employees, customers and suppliers of<br />

the Group. Where appropriate and requested to do so by the Board, our independent and/or non-executive<br />

Directors will also review Management’s performance in meeting prescribed goals and objectives, and monitor<br />

the reporting of performance.<br />

Executive Chairman and Chief Executive Officer (“CEO”)<br />

Principle 3: There should be a clear division of responsibilities at the top of the company – the working of the<br />

Board and the executive responsibility of the company’s business – which will ensure a balance of power and<br />

authority, such that no one individual represents a considerable concentration of power.<br />

Mr. Lim Hock Eng is our Executive Chairman. He bears primary responsibility for the workings of the Board,<br />

by ensuring its effective function and oversight of the Group’s conduct and corporate governance structure.<br />

Together with the other executive Directors, our Executive Chairman also provides overall leadership and<br />

strategic vision for the Group.<br />

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