UOBKH/AR09 [web] - ChartNexus

Corporate Governance Report
This report describes UOB-Kay Hian Holdings Limited’s corporate governance practices which are in essence in line with the
recommendations in the Code of Corporate Governance 2005 (the “Code”). The Company is committed to maintaining a high
standard of corporate governance and transparency and disclosure of material information.
The Board of directors is responsible for the corporate governance of the Company and its subsidiaries. The
directors of the Company have a duty to act honestly, transparently, diligently, independently and in the best
interests of all shareholders, in order to enhance shareholders’ interest. The major processes by which the
directors meet their duties are described in this report.
Board Of Directors
The Board comprises 9 directors, 4 executive, 1 non-executive and 4 independent directors.
On an ongoing basis, the Board examines its size and, with a view to determining the impact of the number
upon effectiveness, decides on what it considers an appropriate size for the Board to facilitate effective decision
making taking into account the scope and nature of the Group’s operations.
The roles of the chairman and managing director are not separated but the Board has a strong, independent
group of directors to look after the shareholders’ interest. The Audit Committee, Remuneration Committee
and Nominating Committee are chaired by independent directors.
The chairman ensures that Board meetings are held when necessary and sets the Board meeting agenda. The
Board members are also provided with adequate and timely information for their review and consideration.
To facilitate effective management, certain functions may be delegated by the Board to Board Committees,
each with its own terms of reference. The Board is assisted by an Audit Committee, a Remuneration Committee
and a Nominating Committee.
The Board comprises directors who as a group provide core competencies such as business, law, finance,
management and strategic planning experience and industry knowledge.
The following is a summary of directors’ attendance at meetings of Board and various Board Committees in the
financial year 2009 :-
* Mr. Esmond Choo attended by invitation of the Audit Committee
Board Audit Committee Remuneration Committee Nominating Committee
Name No. of No. of No. of No. of No. of No. of No. of No. of
Meetings Meetings Meetings Meetings Meetings Meetings Meetings Meetings
Held Attended Held Attended Held Attended Held Attended
Wee Ee-chao 4 3 – – – – – –
Tang Wee Loke 4 2 – – – – 1 1
Neo Chin Sang 4 4 – – – – – –
Esmond Choo Liong Gee* 4 4 4 4 – – – –
Walter Tung Tau Chyr 4 4 – – 1 1 – –
Henry Tay 4 4 4 4 1 1 – –
Chelva R Rajah 4 3 4 3 1 1 1 1
Roland Knecht 4 3 – – – – 1 1
Francis Lee 4 4 4 4 – – – –
Guidelines
2.1
2.3
3.1
3.2
1.3
2.4
1.4
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