Annual Report 2011 - Food Junction

Corporate Governance (cont’d)
Chairman and Chief Executive Officer (Principle 3)
The Board is chaired by Mr Christopher James Williams, who is a non-executive Director.
The roles of Chairman and CEO are kept separate to ensure an appropriate balance of power,
increased accountability and greater capacity of the Board for independent decision making.
In the capacity of CEO, Mr David Lim bears the executive responsibility for the Company’s
business. Mr Christopher James Williams and Mr David Lim are not related to each other.
Our Chairman prepares the meeting agenda and schedule meetings that enable the Board
to perform its duties responsibly while not interfering with the flow of the Company’s
operations. He is also responsible to exercise control over the quality, quantity and
timeliness of the flow of information between the Management and the Board. He will
encourage constructive relationships between the Board and Management. He will ensure
that the Company engages in effective communication with shareholders. He will facilitate
the effective contribution of non-executive directors in particular and encourage constructive
relationships between executive directors and non-executive directors. Our Chairman
will assist the Board in ensuring compliance with the Company’s guidelines on corporate
governance.
Nominating Committee (Principles 4 & 5)
(Board Membership/ Board Performance)
The NC comprises of 3 non-executive directors, two of whom are independent of
management. The Chairman of the NC is Mr Lee Joo Hai and the 2 other members are Mr
Tan Kok Hiang and Mr Ronald Issen. Mr Lee, the NC Chairman, is not associated with the
substantial shareholder.
The principal functions of the NC are:
1. Make recommendations to the Board on appointment of new executive and nonexecutive
directors, including making recommendations to the composition of the
board and the balance between executive and non-executive directors appointed to
the Board;
2. Responsible for identifying and nominating candidates for the approval of the Board,
determining annually whether or not a director is independent, to fill board vacancies
as and when they arise as well as put in place plans for succession, in particular for
the Chairman and CEO;
3. Review board structure, size and composition and make recommendations to the
Board with regards to adjustments that are deemed necessary;
4. Recommend directors who are retiring by rotation to be put forward for re-election;
5. Decide whether or not a director is able to and has been adequately carrying out
his duties as a director of the Company, particularly when he has multiple board
presentations; and
6. Responsible for assessing the effectiveness of the Board as a whole and for assessing
the contribution of individual director to the effectiveness of the Board.
New directors will be appointed by way of board resolution after the NC approves their
appointment. Such new directors must submit themselves for re-election at the next Annual
General Meeting (“AGM”) of the Company. Article 89 of the Company’s Articles of Association
requires one third of the Board to retire by rotation at every AGM. For FY2011, the NC used
the attendance, participation and contribution of individual director at board and committee
meetings to evaluate the individual director’s performance.
36 Annual Report
Guideline 3.1
Guideline 4.1
Guideline 4.5 &
Guideline 5.1
Guideline 5.1
Guideline 4.5