Property - Guthrie GTS Ltd

Corporate Governance Statement
The Executive Committee oversees the conduct of the Group’s business operations and general corporate matters. It is empowered within
its terms of reference to exercise the powers and authority of the Board except for certain matters that specifically require the decision
of the Board or any other Board Committee. Its members meet and have discussions as and when necessary depending on operational
requirements.
The composition, responsibilities and other information of the Nomination Committee, the Remuneration Committee and the Audit
Committee are described below in this report.
4. Newly appointed directors will be given briefings by the executive directors and Management to familiarise them with the business and
operations of the Group. The directors may attend training courses or discussion seminars in order to keep abreast of latest developments.
5. The Board conducts regular meetings on a quarterly basis to, inter alia, review the financial results. Ad-hoc meetings are convened as and
when circumstances require. The Company’s Articles of Association permits participation by Board members in meetings via telephone,
video conference or any other form of electronic or instantaneous communication. During the year, the Board held four meetings and these
were attended by all the directors of the Company save for Mr Putra Masagung, Mr Giam Chin Toon and Dr Albert Hong Hin Kay who did not
attend one meeting and Mr Hartono Gunawan who did not attend two meetings.
6. The directors have each served as Board members with varying length of service. Each Board member is experienced in his area of specialisation
and expertise with background experience and knowledge in business management, law and finance. Collectively, the members bring the
benefit of independent judgement, knowledge and expertise to the Board to consider and decide on issues of strategy, performance, resources
and standards of conduct.
Board Composition and Guidance
Principle 2
There should be a strong and independent element on the Board, which is able to exercise objective judgement on corporate affairs independently,
in particular, from Management. No individual or small group of individuals should be allowed to dominate the Board’s decision making.
1. The Board comprises eleven members, of whom four are executive directors and seven are non-executive directors. Of the seven nonexecutive
directors, four are considered as independent. None of the Board members are related to each other.
2. Each director was appointed on the strength of his expertise and experience. The details of the qualifications and major appointments of
each director are provided under the ‘Board of Directors’ section of this Annual Report. With their diverse and extensive qualifications and
experience, the directors as a group, possess the core competencies to drive and lead the direction for the businesses of the Group.
3. All directors have equal responsibility for the Group’s operations, and each director is required to exercise his objective judgement independently
during discussions and decision-making. This approach is further enhanced by the roles the non-executive independent directors play since
they often look into the strategies proposed by Management to ensure that they are fully discussed and examined in the light of long-term
business interests and the enhancement of shareholder value.
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