Corporate Governance - Mewah Group

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MEWAH INTERNATIONAL INC.ANNUAL REPORT 2011Corporate GovernanceNameDr Cheo Tong Choon @Lee Tong ChoonMs Michelle Cheo Hui NingMs Bianca Cheo Hui HsinMr Cheo Seng Jin (1)Ms Leong Choi FoongMs Wong Lai WanChairman and ExecutiveDirectorChief Executive Officer andExecutive DirectorChief Operating Officer andExecutive DirectorHead, Commercial andExecutive DirectorGroup Treasurer andExecutive DirectorHead, Risk Managementand Executive DirectorBoardChairmanMemberMemberMemberMemberMemberAuditCommitteeNominatingCommitteeMemberRemunerationCommitteeMr Giam Chin Toon Lead Independent Director Member Member Chairman ChairmanTan Sri Dato’ Ir Muhammad RadziBin Haji MansorIndependent Director Member Member Member MemberTan Sri Datuk Dr Ong Soon Hock Independent Director Member MemberMr Lim How Teck Independent Director Member Chairman Member MemberNote: (1) Mr Cheo Seng Jin had retired at the Annual General Meeting held on 25 April 2011.Principle 3Chairman and Chief Executive OfficerSeparate Chairman and Chief Executive OfficerDr Cheo Tong Choon @ Lee Tong Choon is our Chairman andExecutive Director and is responsible for the overall strategyand direction for the Group. Ms Michelle Cheo Hui Ning is anExecutive Director and our Chief Executive Officer and is thedaughter of the Chairman. Along with the Chairman, she isresponsible for managing the overall strategic direction ofthe Group, which involves managing the operations, projects,corporate risk management and organisation of the Group.The Chairman has been the force behind the success of theGroup and works closely with the Chief Executive Officer toensure smooth transition of leadership and to ensure adequateaccountability and transparency.The Non-Executive, Independent Directors fulfil a pivotal roleto ensure a balance of power and authority, such that no oneindividual represents a considerable concentration of power.Their role is particularly important as they provide unbiasedand independent views, advice and judgment to take care ofthe interests, not only of the Company but also of shareholders,employees, customers, suppliers and the many communities inwhich the Company conducts business.The Board at the recommendation of the Code, appointed aLead Independent Director as part of the Board successionplanning in order to provide continuity of leadership atthe Board level in the absence of the Chairman. The LeadIndependent Director also acts as a bridge between theIndependent Directors and the Chairman as well as representsshareholders’ interests.36
Building CapabilitiesCorporate GovernancePrinciple 4Board MembershipFormal and transparent process for the appointment of new directorsto the BoardThe principal functions of the NC are as follows:(i)(ii)(iii)(iv)reviewing and assessing candidates for directorships(including executive directorships) before makingrecommendations to our Board for appointment ofDirectors;re-nomination of our Directors in accordance with ourArticles of Association, having regard to our Director’scontribution and performance;determining annually whether or not a Director isindependent; anddeciding whether or not a Director is able to and has beenadequately carrying out his duties as a director.The Nominating Committee determines how our Board’sperformance is to be evaluated and proposes objectiveperformance criteria, subject to the approval of our Board, whichaddress how the Board has enhanced long-term shareholders’value. The Board has implemented a process to be carried outby the Nominating Committee for assessing the effectiveness ofthe Board as a whole and for assessing the contribution by eachindividual Director to the effectiveness of the Board. Each memberof the Nominating Committee is required to abstain from votingon any resolutions and making any recommendations and/orparticipating in any deliberations of the Nominating Committeein respect of the assessment of his performance or re-nominationas director. In the event that any member of the NominatingCommittee has an interest in a matter being deliberated upon bythe Nominating Committee, he will abstain from participating inthe review and approval process relating to that matter.Board appointments are approved by way of written resolutionsbased on the recommendations of the NC.In accordance with the Company’s Articles of Association, eachdirector shall retire at least once every three years. A retiringdirector shall be eligible for re-election subject to approval by theshareholders at the annual general meeting (AGM). New Directorswill hold office only until the AGM following their appointmentsand they will be eligible for re-election. Such Directors are nottaken into account in determining the number of Directors whoare to retire by rotation.Principle 5Board PerformanceFormal assessment of the effectiveness of the BoardThe NC has in place a process for the evaluation of the Board’seffectiveness as a whole. The evaluation is done through writtenassessments by individual directors. In appraising the Board’seffectiveness, the assessment is based on factors includingthe Board’s understanding of the Group’s business operations,development of strategic directions and the effectiveness ofBoard meetings to facilitate discussion and decision on criticaland major corporate matters. The collated findings are reportedand recommendations are submitted to the Board for review andfurther enhancement to the Board’s effectiveness.Principle 6Access to InformationBoard members to have complete, adequate and timely informationAs a general rule, board papers are required to be sent to directorsat least three days before the board meeting so that the membersmay better understand the matters prior to the board meetingand discussion may be focused on questions that the directorsmay have. However, sensitive matters may be tabled at themeeting itself or discussed without any papers being distributed.The directors are also provided with the names and contactdetails of the Company’s senior management and the CompanySecretary to facilitate direct access to senior management andthe Company Secretary.The Company fully recognises that the flow of relevantinformation on an accurate and timely basis is critical for theboard to be effective in the discharge of its duties. Managementis therefore expected to provide the board with accurateinformation in a timely manner concerning the Company’sprogress or shortcomings in meeting its strategic businessobjectives or financial targets and other information relevant tothe strategic issues facing the Company.37
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