View - Singapore Technologies Engineering

36Type of Meeting No. of AttendanceMeetings (Average %)Board 5 84%Audit Committee 6 94%Business Investment and Divestment Committee 1 60%Executive Resource and Compensation Committee 4 83%Nominating Committee 1 67%Senior Human Resource Committee 1 100%Risk Review Committee 4 75%Budget and Finance Committee 2 100%Research, Development and Technology Committee 2 83%Minutes of the Board Committee meetings are made available to all Board members.Board Composition and Guidance(Principle 2)The Board comprises 11 directorsand an alternate director. The Boardconsists of members with establishedtrack record in finance, banking,technology, legal and managementskills. Each non executive directorbrings to the Board an independentand objective perspective basedon his training and expertise tomake balanced and wellconsidered decisions.The Chairman of the Board is Mr PeterSeah, a non executive director.Mr Seah was appointed to the Boardon 15 April 2002 as Chairman.As a non executive director, Mr Seahis free from any relationship with theexecutive management of the Companythat could materially interfere with theexercise of his independent judgment.He is a Member of the TemasekAdvisory Panel in Temasek Holdings,the Company’s major shareholder.The President and CEO is Mr TanPheng Hock, who is an executivedirector. Save for Mr Tan Pheng Hock,the remaining ten directors are nonexecutive directors.The Board has five independentdirectors. According to the Code,an independent director is one whohas no relationship with the Company,its related companies or its officersthat could interfere, or be reasonablyperceived to interfere with the exerciseof the director’s independent businessjudgment. The independence ofeach director is reviewed annuallyby the Nominating Committee (NC).The independent directors areMr Koh Beng Seng, Mr VenkatachalamKrishnakumar, Dr Philip Pillai,Mr Winston Tan and Mr Davinder Singh.Relationship tests aside, it is the qualityof the governance that counts andthat distinguishes an independent andeffective board. While not all the nonexecutive directors are consideredindependent based on relationshiptests, the Board has, at all timesexercised independent judgment indecision making using its collectivewisdom and experience to act in thebest interests of the Company.The Board held a total of five meetingsduring the year, in accordance withits planning cycle, for the approval ofthe FY2006 results and release of1Q2007, 2Q2007 and 3Q2007 results.Chairman and Chief ExecutiveOfficer (Principle 3)The Chairman and CEO roles andresponsibilities are kept separate inorder to maintain effective oversight.No individual or small group ofindividuals dominates the Board’sdecision making process. The CEOand senior management regularlyconsult with individual Board membersand seek the advice of members ofthe Board committees throughmeetings, telephone calls as wellas by electronic mail.The Chairman, who is non executive, isresponsible for the proper functioningof the Board and acts independentlyin the best interests of the Companyand its shareholders. The Chairmanfacilitates the relationship between theBoard and the CEO and management,engaging them in constructivediscussions over various matters,including strategic issues andbusiness planning processes.The CEO is accountable to the Boardfor the conduct and performance of theGroup. The CEO is also responsible forreporting to the Board and the variousboard committees set up to assist theBoard in its oversight function.