FY 2011 Annual Report - Sheng Siong

24 Sheng Siong Annual Report 2011
Corporate Governance
The assessment of individual Directors is done through self-assessment, in each case through a confidential
questionnaire completed by Directors individually. The assessment parameters for such individual evaluation
include both qualitative and quantitative factors such as attendance records, contributions during Board
meetings, as well as individual performance of principal functions and fiduciary duties.
The completed questionnaires are collated for the NC’s deliberation. The NC then presents the results,
conclusions and its recommendations to the Board. Mr. Lim Hock Eng, our Executive Chairman, acts on the
results of the performance evaluation, and where appropriate and in consultation with the NC, proposes new
members to be appointed to the Board or seek the resignation of Directors.
The assessment of the Board and each individual Director is carried out once every year. Each member of
the NC shall not participate in any decision-making in respect of the assessment of his performance or renomination
as a Director.
Access to information
Principle 6: In order to fulfill their responsibilities, Board members should be provided with complete, adequate
and timely information prior to board meetings and on an on-going basis.
All Directors receive a set of Board papers prior to Board meetings. This is generally issued to them at least
three (3) days prior to the meeting in order for the Directors to be adequately prepared for, and make further
enquiries (where necessary) at the meeting.
As part of good corporate governance, key matters requiring decision are reserved for resolution at Board
meetings rather than by circulation to facilitate discussion. Key analysts’ reports on the Company are forwarded
to the Directors on an on-going basis. Financial information, reports and assessments are provided in order to
facilitate the Board’s decision-making. The quarterly financial results of the Group are presented to the Board
for approval.
The Directors have separate and independent access to Management, including our CEO, Mr. Lim Hock Chee,
our Finance Director, Mr. Wong Soong Kit, our Chief Financial Officer, Mr. Lim Chee Wee Ryan and other
executive officers, as well as the Company’s internal and external auditors. Queries by individual Directors on
circulated reports are directed to Management, who will respond accordingly. Where relevant, Directors’ queries
and Management’s responses are circulated to all Board members for their information.
The Board also has separate and independent access to the advice and services of the Company Secretary.
The Company Secretary or his/her representative(s) attends all meetings of the Board and, together with
Management, ensures that Board procedures are followed and that applicable rules and regulations are
complied with. The Company Secretary also attends all meetings of the AC, RC and NC. Under the direction
of our Executive Chairman, the Company Secretary is responsible for ensuring good information flows within
the Board and its committees and between Management and non-executive Directors, as well as facilitating
orientation and assisting with professional development as required. Under the Articles of Association of the
Company, the decision to appoint or remove the Company Secretary can only be taken by the Board as a
whole.
The Board or an individual Board member may seek independent legal and other professional advice, if
necessary, at the Company’s expense, concerning any aspect of the Company’s operations or undertakings
in order to fulfil his/her duties and responsibilities as a Director.