FEDERAL INTERNATIONAL (2000) LTD

Federal International (2000) Ltd AR 200220Corporate Governance ReportThe independence of each director is reviewed annually by the Nominating Committee (“NC”). The NC adopts theCode’s definition of what constitutes an independent director in its review, and further, that no individual or smallgroup of individuals dominate the Board’s decision making process.Key information regarding the directors is found on page 12 to 13 of the Annual Report. The NC is of the view thatthe current Board comprised persons as a group provides core competencies necessary to meet the Company’stargets.Principle 3 : Role of Chairman and Chief Executive OfficerMr. Koh Kian Kiong is the Chairman and CEO. He is also one of the executive directors. This is not in compliancewith the Code of Corporate Governance. As Mr. Koh is responsible for the Board and has full executive responsibilitiesover the directions and operational decisions of the Group since 1974, it will take time to segregate the function.Moreover, Mr. Koh is also a substantial shareholder of the Company and he is, therefore, motivated to contribute tothe growth and profitability of the business.The Chairman ensures that board meetings are held when necessary. The Chairman reviews most board papersbefore they are presented to the Board and ensures that board members are provided with complete, adequate andtimely information. Management staff members who have prepared the papers or who can provide additionalinsight into the matters to be discussed are invited to present the paper or attend at the relevant time during theboard meeting.Principle 6 : Access to InformationIn order to ensure that the Board is able to fulfill its responsibilities, management provides the board members withthe monthly management accounts and other financial statements within 20 days after the month-end. All analysts’reports on the Company are forwarded to the directors on an on-going basis as and when received. With effect from1 April 2003, the directors have also been provided with the phone number and e-mail particulars of the Company’ssenior management and company secretary to facilitate access.Should directors, whether as a group or individually, need independent professional advice, the company secretarywill, upon direction by the Board, appoint a professional advisor selected by the group or the individual, andapproved by the Chairman, to render the advice. The cost of such professional advice will be borne by the Company.The Company Secretary attends all board meetings and is responsible for ensuring that board procedures arefollowed. The Company Secretary also ensures that all related statues and regulations applicable to the Companyare complied with.Please refer to the “Corporate Information” section of the annual report for the composition of the Company’s Boardof Directors, Board committees and the management committee.BOARD COMMITTEESThe Board is assisted by the Executive, Nominating, Audit and Remuneration Committees.