Annual Report 2011 - Food Junction

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Corporate Governance (cont’d) Upon appointment of each director, the Company will organize orientation programme for the new directors to ensure that incoming directors are familiar with the Company’s business and governance policies, disclosure of interests in securities, disclosure of any conflict of interest in a transaction involving the Company, prohibitions in dealing in the Company’s securities and restrictions on disclosure of price sensitive information. The Company will also fund (subject to approval by the Chairman of the Company) directors’ attendance at any course of instruction/training programme in connection with their duties as directors in areas such as accounting and legal knowledge, particularly on relevant new laws, regulations and changing commercial risks. The non-executive directors will constructively challenge and help develop proposals on strategy. The non-executive directors will review the performance of management in meeting agreed goals and objectives and monitor the reporting of performance. Mr Christopher James Williams Mr Christopher James Williams is a non-executive Chairman of the Company since 1 January 2010. He was appointed a non-executive Director of the Company on 18 November 2009. He currently serves as a member of the AC. Mr Williams qualified as a solicitor in England and Wales in 1986 and was admitted as a solicitor in Hong Kong in 1991. His areas of specialization include mergers and acquisitions, cross border transactions, growth capital, joint ventures and corporate finance. He has been named one of the world’s leading mergers and acquisitions lawyers in recent editions of the Guide to the World’s Leading Merger and Acquisitions Lawyers, published by Euromoney Publications plc, and the International Who’s Who of Merger and Acquisitions Lawyers, published by Law Business Research. Mr Williams is currently a Partner of Howse Williams Bowers. Mr Williams is also currently serving as non-executive Deputy Chairman of Overseas Union Enterprise Limited. Mr David Lim Chiew Poh Mr David Lim is the Managing Director & Chief Executive Officer (“CEO”) of our Group. He joined our Group on 23 January 2009 as a non-executive Director and was redesignated to an Executive Director on 1 June 2009. He was further redesignated to Managing Director & CEO on 16 November 2009. Mr Lim has more than 20 years of experience in hospitality, leisure and trading industries. He holds a certificate in hotel management from the Singapore Hotel Association Training and Educational Centre. Mr John Chang Tong Wah Mr John Chang was the Executive Director of our Group. He joined our Group on 1 August 2009 as an Executive Director and assumed the role of Chief Financial Officer (“CFO”) and Company Secretary on 31 October 2009. He has relinquished his role of CFO, Company Secretary and Executive Director on 8 February 2011, 18 February 2011 and 15 March 2011 respectively. Mr Chang has more than 19 years of experience in financial management and hospitality management. He holds a Master of Business Administration from the University of Adelaide in Australia and a Bachelor of Accountancy (Honours) from the National University of Singapore. He is a Fellow Certified Public Accountant of Singapore and a certified Financial Risk Manager. Dr Ronnie Tan Kay Poo @ Tan Keh Poo Dr Ronnie Tan is a non-executive and non-independent Director of our Group and was nonexecutive Chairman and AC member until 1 January 2010. He currently also serves as a non-executive Director of the Auric Pacific Group Limited and is also the Chief Executive Officer of Bowsprit Capital Corporation Limited, the Manager of First REIT in Singapore. Dr Tan holds a Master degree in Health Administration and has more than 30 years of experience in the healthcare sector. Dr Ronnie Tan will retire at the forthcoming Annual General Meeting. He is not seeking re-election at the Annual General Meeting. 34 Annual Report Guideline 1.6
Corporate Governance (cont’d) Mr Tan Kok Hiang Mr Tan Kok Hiang is a non-executive independent Director of our Group since 1 October 2001. He is the Chairman of the AC and a member of the NC and RC. Currently, Mr Tan sits on the Boards of a few other public listed companies in Singapore. He has more than 30 years of experience in accounting and finance. He holds a Bachelor of Accountancy (Honours) degree from the University of Singapore and is a member of the Singapore Institute of Directors. Mr Lee Joo Hai Mr Lee Joo Hai is a non-executive independent Director of our Group since 1 October 2001 and he is the Chairman of the NC and RC. He is also one of the members of the AC. Mr Lee is currently a Partner in a public accounting firm in Singapore. He has more than 20 years of experience in accounting and auditing. He is a Certified Public Accountant of Singapore and is a member of the Institute of Chartered Accountants in England and Wales, United Kingdom. Mr Teo Kiang Kok Mr Teo Kiang Kok is a non-executive independent Director of our Group since 1 October 2002 and he was the Chairman of the NC until his resignation as a Director on 28 November 2011. He was also one of the members of the AC and RC. Mr Teo is a Senior Partner of ShookLin & Bok, a firm of advocates and solicitors. He has more than 20 years of experience in legal practice and is currently the head of corporate finance and China practice groups of ShookLin & Bok. His main areas of practice are corporate finance, international finance and securities. In the course of his legal practice, Mr Teo has advised listed companies extensively on corporate law and compliance requirements. Mr Ronald Issen Mr Ronald Issen is a non-executive and non-independent Director of our Group since 28 November 2011 and he is also one of the members of the AC, NC and RC. Mr Issen is, inter alia, a Director of Lippo Realty Holdings, Capella Hotel Group Asia and has also acted as a Senior Advisor with Apollo Global Management, LLC. He was a past Director of Midan Incheon Development Company (formerly Lippo Incheon Development Company) and was a member of the Executive Committee of eSun Holdings Limited, part of Hong Kong’s Lai Sun Group. He began his career with Smith Barney and the Boston Consulting Group and subsequently spent more than 10 years with Banque Indosuez and its successor entities. In the non-profit sector, he is President and a Director of the Stanford GSB Chapter of Hong Kong. Mr. Issen holds a Master of Business Administration from Stanford University, where he was an EJ Gallo Foundation Fellow, and holds a Bachelor of Arts from Williams College, cum laude with honors. Board Composition and Balance (Principle 2) The Board complies with the Code’s requirement that at least one-third of the Board should be made up of independent Directors. The Board is able to exercise objective judgment on corporate affairs independently, in particularly, from the Management of the Company. The Board is also able to make decisions without the influence or domination by any individual or any small group of individuals. The independence of each director is reviewed annually by the NC. The NC adopts the Code’s definition of what constitutes an independent director in its review. As a result of the NC’s review of the independence of each director for FY2011, the NC is of the view that the nonexecutive independent directors are independent. As at 15 March 2012, the Board comprises 1 executive director, 3 non-executive and nonindependent directors and 2 non-executive independent directors. While the Company’s Articles of Association allow for the appointment of a maximum of 9 directors, the NC is of the view that the current board size of 6 directors is appropriate, taking into account the nature and scope of the Company’s operations. The NC is also of the view that the current board comprises directors who as a group provide core competencies such as accounting/ finance, business/management etc that are necessary to meet the Company’s performance targets. Guideline 2.2 Guideline 2.3 Annual Report 35
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Statistics of Shareholdings As at 8
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Notice of Annual General Meeting NO
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Appendix I SUMMARY SHEET FOR RENEWA
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Appendix II GUIDANCE ON SHARES PURC
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Appendix II GUIDANCE ON SHARES PURC
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FOOD JUNCTION HOLDINGS LIMITED [Com
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Annual Report 2011 - Food Junction

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