Financial Statements - Tung Lok Restaurants 2000 Ltd

Statement of
Corporate Governance
Board Performance
Principle 5: There should be a formal assessment of the effectiveness of the Board as a
whole and the contribution by each director to the effectiveness of the Board.
The Nominating Committee (“NC”) comprises four directors of whom three are independent directors and
one is executive director as follows: -.
Dr Ker Sin Tze (Chairman)
Dr Tan Eng Liang
Mr Ch’ng Jit Koon
Mr Tjioe Ka Men
The NC has adopted specific written terms of reference and its role is to establish a formal and transparent
process for :-
1) the appointment or re-appointment of members of the Board.
2) evaluating and assessing the effectiveness of the Board as a whole, and the contribution by each
individual director to the effectiveness of the Board.
3) determining the independence of directors in accordance with Guidance Note 2.1 of the Code.
The Articles of Association of the Company require one-third of the Board to retire from office at each
Annual General Meeting (“AGM”). Accordingly, the Directors will submit themselves for re-nomination and
re-election at regular intervals of at least once every three years.
The Company has in place policies and procedures for the appointment of new directors including the
description on the search and nomination process.
Although the independent directors hold directorships in other companies, which are not in the Group,
the Board is of the view that such multiple board representations do not hinder them from carrying out
their duties as directors. These directors would widen the experience of the Board and give it a broader
perspective.
The NC evaluated the Board’s performance as a whole in FY2008 based on performance criteria set by
the Board. Each individual director assessed the performance of the Board as a whole and himself. The
NC Chairman would then assess each director and the Board’s performance as a whole. The assessment
parameters include attendance record at the meetings of the Board and the relevant committees, intensity
of participation at meetings, quality of discussions and any special contributions. The performance criteria
do not include the financial indicators set out in the Code as guides for the evaluation of the Board as the
Board is of the view that the aforesaid indicators are more appropriate measures of Board’s performance.
The performance measurements ensure that the mix of skills and experience of the directors continue
to meet the needs of the Group. The NC is of the view that each individual director has contributed to
the effectiveness of the Board as a whole and has recommended the re-election of Dr Ker Sin Tze and
Ms Juliette Lee Hwee Khoon, pursuant to Articles 91 and 97 of the Company’s Articles of Association
respectively and the re-appointments of Mr Ch’ng Jit Koon and Dr Tan Eng Liang pursuant to Section 153(6)
of the Companies Act at the forthcoming AGM.
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 ongoing
basis.
In order to ensure that the Board is able to fulfill its responsibilities, management provides the Board members
with half-yearly management accounts, the EXCO Committee with quarterly management accounts and all
relevant information. In addition, all relevant information on material events and transactions are circulated
to directors as and when they arise. Whenever necessary, senior management staff will be invited to
attend the Board meetings and Audit Committee meetings to answer queries and provide detailed insights
into their areas of operations. A quarterly report of the Group’s activities is also provided to the EXCO
Committee.
The Board, either individually or as a group, in the furtherance of their duties, has access to independent
professional advice, if necessary, at the Company’s expense.
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