Annual Report 2012 - ecoWise Holdings Limited

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28ecoWise Holdings Limitedannual report 2012CORPORATE GOVERNANCEThe Independent Non-Executive Directors participate actively in the Board meetings. With their professionalexpertise and competency in their respective fields in the legal, finance, accounting, commercial and governmentsectors, collectively the Independent Non-Executive Directors provide constructive advice and guidance for effectivedischarge by the Board of its principal functions over the Group’s strategies, businesses and other affairs.Where necessary, the Independent Non-Executive Directors meet and discuss on the Group’s affairs without thepresence of Management.Principle 3: Chairman and Chief Executive OfficerThere should be a clear division of responsibilities at the top of the company – the working of the Boardand the executive responsibility of the company’s business – which will ensure a balance of power andauthority, such that no one individual represents a considerable concentration of power.Mr Lee Thiam Seng is currently the Chairman of the Board and the CEO of the Company. Given the scope andnature of business activities of the Group, the Board is of the view that with Mr Lee’s extensive knowledge andexperience in the waste management, resource recycling and biomass energy business in the region, it is moreeffective for him to guide the Board on the discussions on issues and challenges facing the Group and in view of thestrong element of independence of the Board, it is not pertinent to separate the functions of the Chairman and CEO.As Chairman, Mr Lee is responsible for ensuring that Board meetings are held as scheduled and when necessary,set agendas and ensuring adequate and timely information flow between the Board, Management and shareholders.Mr Lee facilitates constructive discussions amongst the Directors and Management at Board meetings on pertinentissues and affairs of the Group.As CEO, Mr Lee is responsible for the Group’s business strategy and direction setting, the implementation ofGroup’s corporate plans, policies and executive decision-makings.In addition, as recommended by the Code, the Board has appointed Independent Non-Executive Director, Mr NgCher Yan, as the Lead Independent Director. Shareholders of the Company with serious concerns that could havea material impact on the Group, for which contact through the normal channels of the Chairman, CEO, DeputyCEO or the CFO have failed to resolve or is inappropriate, shall be able to contact Mr Ng Cher Yan or the AuditCommittee members of the Group.Principle 4: Board MembershipThere should be a formal and transparent process for appointment of new directors to the Board.The NC comprises Mr Ong Teck Ghee as the Chairman, Mr Ang Mong Seng and Mr Ng Cher Yan as members,whom are all Independent Non-Executive Directors. Mr Ng Cher Yan was appointed on 28 December 2012 in placeof Mr Lee Thiam Seng. The NC shall meet at least once a year.
ecoWise Holdings Limitedannual report 201229CORPORATE GOVERNANCEThe Board, through the delegation of its authorities to the NC, has used its best efforts to ensure that Directorsappointed to the Board possess the particular expertise, experience and knowledge in terms of business, financeand management skills relevant to the Group’s businesses and each Director, through his contributions, brings tothe Board an independent and objective perspective to enable balanced and well-considered decisions to be made.The NC also has at its disposal, professional search firms, personal contacts and recommendations in its searchand nomination process for the right candidates for appointment of new Directors.The NC is responsible for:• Re-nomination of Directors having regard to the Director’s contribution and performance;• Determining on an annual basis whether or not a Director is independent;• Deciding whether a Director, who has multiple board representation, is able to and has adequately carriedout his duties as Director; and• Making recommendations to the Board on all Board appointments’ and re-appointments’ matters includingthe composition of the Board and the balance between Executive and Non-Executive Directors’ appointments.The NC reviews annually the independence declarations made by the Company’s Independent Non-ExecutiveDirectors based on the criterion of independence under the guidelines provided in the Code. For the year underreview, the NC has ascertained the independence status of all three Independent Non-Executive Directors of theCompany. The Board has also reviewed the number of years served by each Independent Non-Executive Director(Mr Ong Teck Ghee has served for 9 years period, both Mr Ang Mong Seng and Mr Ng Cher Yan have served for 8years period). Having considered their in-depth knowledge of the Group’s business operations, past and continuouscontributions at Board level in terms of impartial and constructive advice, the Board is of the view that there is nomaterial conflict between their tenure and their ability to discharge their role as Independent Non-Executive Directors.All Directors shall submit themselves for re-nomination and re-election at regular intervals and at least every 3years. Article 107 of the Company’s Articles and Association provides that one third of the Board or the numbernearest to one third is to retire by rotation at every Annual General Meeting (“AGM”). In addition, Article 117 of theCompany’s Articles of Association also provides that newly appointed directors are required to submit themselvesfor re-nomination and re-election at the next AGM of the Company.At the forthcoming AGM, Mr Lee Thiam Seng and Mr Ng Cher Yan will be retiring by rotation pursuant to Article107 of the Company’s Articles and Association. Both of them, being eligible for re-election have offered themselvesfor re-election.
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Annual Report 2012 - ecoWise Holdings Limited

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