Annual Report 2006 - Venture Corporation Limited

corporate governance
The Company continues to adopt a high standard of corporate conduct in conformity with the principles and spirit of the Code
of Corporate Governance (the “Code”). This report describes the Company’s corporate governance practices with specific
reference to the Code. Other than deviations explained below, the Company has complied with the principles and guidelines
of the Code.
1. BOARD MATTERS
1.1 The Board’s function includes supervising the management of the Group’s business and affairs, and approving the Group’s
strategic operational initiatives, major investments and capital structure. In addition to its statutory responsibilities, the
Board approves the Group’s financial plans and reviews its financial performance periodically.
The Board has adopted internal guidelines which sets out approved limits for capital expenditure, bank facilities and
cheque signatories, at Board and Management level. The Board is supported by Board Committees including Audit,
Nominating and Remuneration Committees.
1.2 The Board held six meetings in 2006. The attendance of the Directors at meetings of the Board and Board Committees,
as well as frequency of such meetings, are as follows:
Name of Director
Board
Audit
Committee
Board Committee
Nominating
Committee
Remuneration
Committee
Mr Wong Ngit Liong 6 - 2 2
Mr Cecil Vivian Richard Wong 5 4 2 2
Mr Koh Lee Boon 6 4 2 2
Mr Goh Geok Ling 6 4 - -
Mr Goon Kok Loon 6 4 - 2
Mr Tan Choon Huat 6 - - -
Mr Soo Eng Hiong 6 - - -
1.3 The Board comprises seven members of whom three are executive Directors and four are non-executive and independent
Directors. Key information regarding the Directors is given on page 16 of this annual report.
1.4 The Company’s Chairman, Mr Wong Ngit Liong, is also the Chief Executive Officer (“CEO”) of the Group. Although Mr
Wong Ngit Leong is both the Chairman and CEO, the Board believes that there is a good balance of power and authority
within the Board as all Board Committees are chaired by independent Directors.
1.5 To ensure that the Board is able to fulfill its responsibilities, Management provides annual budget figures, monthly
management accounts, and other relevant information as and when required. The Directors are provided with the
contact details of the Company’s senior management and Company Secretary to facilitate access to them.
1.6 The Company reviews appropriate training programmes for Directors to meet their relevant training needs. Orientation
programmes are organised for new Directors to ensure that they are familiar with the Company’s business and governance
policies. On-going programmes are organised for Directors to keep them abreast of developments within the Group.
1.7 There has been no new appointment of Directors to the Board in FY2006. In the event of appointment of a Director, the
Company will provide a formal letter to the Director, setting out the Director’s duties and obligations.
1.8 The Company Secretary is present at all Board meetings. It is the responsibility of the Company Secretary to ensure that
Board procedures and applicable rules and regulations are followed and complied with.
1.9 Nominating Committee
1.9.1 The Code prescribes guidelines on various Board matters, including the Board’s conduct of its affairs, its composition,
membership, performance and access to information. The Nominating Committee’s (“NC”) responsibility is to oversee
Board membership and monitor Board performance.
annual report 2006
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