Osim FR 050407.indd

The Company worked closely with a professional corporate secretarialfirm, Lim & Associates, to provide its Directors with regular updateson the latest governance and listing policies. All Directors are alsoupdated regularly concerning any changes in company policies.The Company also has an on-going training budget for the existingDirectors to fund the Directors’ participation at industry conferencesand seminars, and to fund directors’ attendance at any course ofinstruction/training programme in connection with their duties asdirectors, if such participation or attendance is required. This budgetmay be utilised by each Director subject to approval by the Chairman.The Company has adopted a policy that Directors are also welcometo request further explanations, briefings or informal discussionson any aspects of the Company’s operations or business issuesfrom the management. The Chairman and CEO will make thenecessary arrangements for the briefings, informal discussions orexplanations required by the director.Principle 2: Board Composition and BalanceThe Board consists of three non-executive and independent Directors,one non-executive Director and four executive Directors. Theindependence of each director is reviewed annually by the nominatingcommittee (“NC”), which was constituted on 27 December 2002.The NC adopts the Code’s definition of what constitutes anindependent director in its review. As a result of the NC’s reviewof the independence of each director, the NC is of the view thatthe non-executive directors of OSIM are independent directors(except for Ms Teo Sway Heong), and further, that no individual orsmall group of individuals dominate the Board’s decision makingprocess. Key information regarding the directors is given in the“Directors and Chief Officers” section of this annual report. TheNC is of the view that the current Board comprises persons who,as a group, provide core competencies necessary to meet theCompany’s targets.The NC is of the view that the current size of its board of directorsis appropriate, taking into account the nature and scope of theCompany’s operations.Principle 3: Role of Chairman and Chief Executive OfficerThe Company has the same Chairman and CEO, Mr Ron Sim ChyeHock and he is an executive director.OSIM believes that the independent directors have demonstratedhigh commitment in their role as directors and have ensured thatthere is a good balance of power and authority. As such, there isno need for the role of the Chairman and CEO to be separated.The Chairman and CEO is the most senior executive in the Companyand bears executive responsibility for the Company’s business, aswell as the responsibility for the workings of the Board. The Chairmanand CEO ensures that board meetings are held when necessaryand sets the board meeting agenda in consultation with the directors.The Chairman and CEO reviews most board papers before they arepresented to the Board and ensures that board members areprovided with complete, adequate and timely information. As ageneral rule, board papers are sent to directors in advance in orderfor directors to be adequately prepared for the meeting. Managementstaff who have prepared the papers, or who can provide additionalinsight into the matters to be discussed, are invited to present thepaper or attend at the relevant time during the board meeting. TheChairman assists to ensure that procedures are introduced tocomply with the Code.Corporate Governance Report 53 Annual Report 2006