TenaciTy againsT adversiTy - Swissco Holdings Limited

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26CorporateGovernance ReportThe Board meets regularly on a quarterly basis and ad-hoc Board meetings are convened when they are deemednecessary. The number of Board and Board committee meetings held and attended by each of the directors in thefinancial year ended 31 December 2011 (“FY2011”) were, as follows:Board CommitteesBoardAudit Nominating RemunerationNumber of meetings held 4 4 1 1Number of meetings attendedRobert Chua Swee Chong 4 4* 1 1*Tan Chong Huat (Note 1) – 1 – 1Kang Hwee Meng 4 4* 1* 1*Alex Yeo Kian Teong 4 4* 1* 1*Oh Choon Gan 3 4 1 1Lim How Teck 4 4 1 1Tan Fuh Gih (Note 2) 2 2 – –*Attended the meetings as inviteesNotes:(1) Mr Tan Chong Huat did not seek for re-election at the last AGM on 29 April 2011.(2) Mr Tan Fuh Gih has been appointed as Non-Executive Director and Member of the AC and RC on 5 May 2011.The Articles of Association of the Company provide for meetings of the Board to be held by way of telephonicconference.Subsequent to FY2011, the Board Meeting, AC Meeting, the NC Meeting and the RC Meeting were held on 23February 2012 to, among others, review the External Audit Report for FY2011, evaluate and assess the performance ofthe Board and the proposed directors’ fees for FY2012.2. BOARD COMPOSITION AND GUIDANCEPrinciple 2:There should be a strong and independent element on the Board, which is able to exerciseobjective judgment on corporate affairs independently, in particular, from Management. Noindividual or small group of individuals should be allowed to dominate the Board’s decisionmaking.The Board comprises six directors of whom two are independent, namely, Messrs Oh Choon Gan and Lim How Teck.The criterion of independence is based on the definition set out in the Code. The Board considers an “independent”director as one who has no relationship with the Company, its related companies or its officers who could interfere,or be reasonably perceived to interfere, with the exercise of the director’s independent judgment in the conduct ofthe Group’s affairs. With two independent directors, the Board is able to exercise independent judgment on corporateaffairs and provide Management with a diverse and objective perspective on issues. There is therefore no individual orsmall group of individuals, who/which dominates the Board’s decision making.The independence of each director is reviewed annually by the NC in accordance with the Code’s defi nitionof independence. Each director is required to complete a ‘Conformation of Independence’ form to confi rm hisindependence. The said form, which was drawn up based on the definitions and guidelines set forth in Guideline 2.1in the Code and the Guidebook for Audit Committees in Singapore issued by Audit Committee Guidance Committee(“Guidebook”), requires each Director to assess whether he considers himself independent despite not having anyof the relationships identified in the Code. The Nominating Committee has reviewed the forms completed by eachDirector and is satisfied that at least one-third of the Board comprises Independent Directors.
CorporateGovernance Report27The composition of the Board is reviewed on an annual basis by the NC to ensure that the Board has the appropriatemix of expertise and experience, and collectively possesses the necessary core competencies for effective functioningand informed decision-making. The Board as a group comprises members with core competencies in accountingand fi nance, business and management experience, industry knowledge, strategic planning and customer basedexperience and knowledge and law.The Board has no dissenting view on the Chairman’s statement for the period in review.The profiles of our directors are set out on pages 20 and 21 of this Annual Report.3. CHAIRMAN AND CHIEF EXECUTIVE OFFICER (“CEO”)The Executive Chairman and CEO of the Group are two separate individuals who are not related to each other.The Group’s Executive Chairman is Mr Robert Chua Swee Chong. He plays an instrumental role in developing thebusiness of the Group. The Group’s Executive Chairman also has the responsibilities of setting the meeting agendaof the board meetings, leading the other Board members, promoting high standards of corporate governance andmaintaining effective communication with shareholders of the Company.The Group’s CEO is Mr Kang Hwee Meng. He is responsible for operational and strategic policies of the Group.The Board collectively ensures the following:• in consultation with Management, the scheduling of meetings to enable the Board to perform its dutiesresponsibly, while not interfering with the flow of the Company’s operations;• in consultation with Management, the preparation of the agenda for Board meetings;• in consultation with Management, the exercise of control over the quality, quantity and timeliness of informationbetween Management and the Board; and• in compliance with corporate governance best practices.4. BOARD MEMBERSHIPPrinciple 4:There should be a formal and transparent process for the appointment of new directors to theBoard.The NC comprises Mr Oh Choon Gan, as the Chairman, and Messrs Lim How Teck and Robert Chua Swee Chong, asthe Committee members.The NC is governed by its written terms of reference. In accordance with the definition in the Code, the Chairmanof the NC is not associated with any substantial shareholder of the Company. The NC is responsible for makingrecommendations on all board appointments and re-nominations having regard to the contribution and performance ofthe director seeking re-election including the followings:(1) To ensure that all directors submit themselves for re-nomination and re-election at regular intervals and at leastonce every three years.(2) To determine the independence of each director in accordance with the paragraph 2.1 of the Code on anannual basis.(3) To evaluate whether a director is able to and has adequately carried out his duties as a director of theCompany, in particular, where the director concerned has multiple board representations.(4) To access the effectiveness of the Board as a whole and the contribution by each director to the effectivenessof the Board.SWISSCO HOLDINGS LIMITED • ANNUAL REPORT 2011
Page 1 and 2: SWISSCOH O L D I N G S L I M I T E
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Page 13 and 14: 11byTAPPING on ourSTRENGTHSThe Grou
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Page 21 and 22: 19From Left to RightTan Fuh GihKang
Page 23 and 24: 21Tan Fuh GihNon-Executive Director
Page 25 and 26: Corporate Information23Board of Dir
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Page 31 and 32: CorporateGovernance Report29The NC
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Statistics ofShareholdingsAS AT 19
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Notice ofAnnual General Meeting95NO
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Notice ofAnnual General Meeting99(b
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Swissco Holdings LimitedCompany Reg
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www.swissco.netSWISSCO HOLDINGS LIM
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