Notes to Financial Statements

More documents

Recommendations

Info

18Middle East Development Singapore Ltd.Annual Report 2008Corporate Governance ReportBoard Composition and BalancePrinciple 2: There should be a strong and independent element on the Board, which is able to exerciseobjective judgement on corporate affairs independently, in particular, from Management. No individual orsmall group of individuals should be allowed to dominate the Board’s decision-making.Presently the Board comprises three Executive Directors, two Non-Executive Directors and three IndependentDirectors:-Executive DirectorsDr. Oussama Al-DimashkiMr. Ong Soon TeikMr. Kim Leng ChoonChairman and Chief Executive Offi cerChief Operating Offi cerNon-Executive DirectorsMr. Ng Tian HuatMr. Issam Farid HalabiIndependent DirectorsMr. Hoon Tai MengMr. Tan Song KoonMr. Tee Tua BaThe Nominating Committee considers an “independent” Director as one who has no relationship with the Company,its related corporation or its offi cers that could interfere or be reasonably perceived to interfere, with the exercise ofthe Director’s independent business judgment.The Nominating Committee has reviewed the independence of each Independent Director and is of the view thatthese Directors are independent.Non-Executive and Independent Directors exercise no management functions in the Group. Although all the Directorshave equal responsibility for the performance of the Group, the role of the Non-Executive and Independent Directorsis particularly important in ensuring that the strategies proposed by Management are fully discussed and rigorouslyexamined and take into account the long-term interests, not only the shareholders, but also of the employees,customers, suppliers and the communities in which the Group conducts its business. The Nominating Committeeconsiders its Non-Executive and Independent Directors to be of suffi cient calibre and number and their views to beof suffi cient weight that no individual or small group of individuals dominates the Board’s decision-making process.The Board comprises directors who as a group, has core competencies and diversity of experience to enable themto lead and control the Group effectively. Such competencies and experiences include industry knowledge, strategicplanning, business and general management, legal and fi nance.The Nominating Committee has reviewed the size and composition of the Board. It is satisfi ed that after takinginto account, the scope and nature of operations of the Group in the year under review, the current Board size isappropriate and effective.Chairman and Chief Executive OfficerPrinciple 3: There should be a clear division of responsibilities at the top of the company – the workingof the Board and the executive responsibility of the company’s business – which will ensure a balance ofpower and authority, such that no one individual represents a considerable concentration of power.Dr. Oussama Al-Dimashki (“Dr. Oussama”) is currently the Chairman of the Board and Chief Executive Offi cer of theCompany.The Board is of the view that there is already a suffi ciently strong independent element on the Board to enable theindependent exercise of objective judgement on corporate affairs of the Group by members of the Board.
Middle East Development Singapore Ltd.Annual Report 2008 19Corporate Governance ReportAs the Chairman of the Board, Dr. Oussama ensures that Board meetings are held as and when necessary and thateach Board member is provided with complete, adequate and timely information.As the Chief Executive Offi cer, Dr. Oussama assumes full responsibilities over the business directions and operationaldecisions of the Group.Dr. Oussama will be stepping down as the Chairman and Chief Executive Offi cer on 1 November 2008.NOMINATING COMMITTEEBoard MembershipPrinciple 4: There should be a formal and transparent process for the appointment of new directorsto the Board. As a principle of good corporate governance, all directors should be required to submitthemselves for re-nomination and re-election at regular intervals.The Nominating Committee comprises the following members:Mr. Hoon Tai MengMr. Tee Tua BaMr. Tan Song KoonChairman (Independent Director)Member (Independent Director)Member (Independent Director)The Nominating Committee is scheduled to meet at least once every fi nancial year.Its role is to establish a formal and transparent process for:(1) Reviewing and making recommendations to the Board on all candidates nominated for appointment to theBoard;(2) Reviewing and recommending to the Board on an annual basis, the Board structure, size and composition,taking into account, the balance between Executive, Non-Executive and Independent Directors and havingregard at all times, to the principles of corporate governance and the Code;(3) Procuring that at least one-third of the Board shall comprise Independent Directors;(4) Identifying and making recommendations to the Board as to which Directors are to retire by rotation and tobe put forward for re-election at each Annual General Meeting (“AGM”) of the Company, having regard to theDirectors’ contribution and performance, including Independent Directors;(5) Determining whether a Director is independent (taking into account the circumstances set out in the Codeand other salient factors); and(6) Proposing a set of objective performance criteria to the Board for approval and implementation, to evaluatethe effectiveness of the Board as a whole and the contribution of each Director to the effectiveness of theBoard.New Directors, if any, are appointed by way of a board resolution, after the Nominating Committee has approvedtheir nominations. Such new Directors submit themselves for re-election at the next AGM. The Company’s Articlesof Association requires one-third of the Board (except for the Managing Director) to retire by rotation at every AGM.Directors, who retire, are eligible to offer themselves for re-election.In making their recommendations, the Nominating Committee evaluates each Director’s contribution andperformance, such as his attendance at meetings of the Board or Board Committees, where applicable,participation, candor and any special contributions.The Nominating Committee (except for Mr. Hoon Tai Meng who has been abstained from recommending his ownnomination) has recommended to the Board that Mr. Hoon Tai Meng, Mr. Ng Tian Huat and Mr. Ong Soon Teik benominated for re-election at the forthcoming AGM. The Board has accepted the recommendations and the retiringDirectors would be offering themselves for re-election.
Page 2: Mission & VisionThe Building Proble
Page 8 and 9: 0Middle Middle East East Developmen
Page 10 and 11: 0Middle East Development Singapore
Page 70 and 71:
68Middle East Development Singapore
Page 72 and 73:
Page 74 and 75:
Page 76 and 77:
Page 78 and 79:
Page 80 and 81:
Page 82 and 83:
Page 84 and 85:
Notes :1. A Shareholder entitled to
Page 86 and 87:
This page has been intentionally le
show all

Notes to Financial Statements

Create successful ePaper yourself

Delete template?

Save as template?