ANNUAL REPORT

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Middle East Development Singapore ltdannual report 2007 19CORPORATE GOVERNANCESTATEMENTTraining for DirectorsThe Board has received relevant training to familiarise themselves with the roles and responsibilities of a director of a public listedcompany in Singapore. Management would conduct briefings and orientation programmes to familiarise newly appointed Directors withthe various businesses and operations of the Group.BOARD COMPOSITION AND BALANCEPrinciple 2: There should be a strong and independent element on the Board, which is able to exercise objective judgment on corporateaffairs independently, in particular, from management. No individual or small group of individuals should be allowed to dominate theBoard’s decision making.Presently the Board consists of ten members, three of whom are Independent Directors:-Executive DirectorsDr Oussama Al-DimashkiHuang Wooi TeikWong Seong KhuenKim Leng ChoonNg Tian HuatChief Executive Officer and ChairmanManaging DirectorManaging DirectorNon-Executive DirectorsIssam Farid HalabiToh Wing YewIndependent DirectorsHoon Tai MengTan Song KoonTee Tua BaThe NC considers an “independent” Director as one who has no relationship with the Company, its related corporation or its officers thatcould interfere or be reasonably perceived to interfere, with the exercise of the Director’s independent business judgment.The NC has reviewed the independence of each Independent Director and is of the view that these Directors are independent. The Boardis currently made up of slightly less than one-third of Independent Directors. The Board may appear to be large for the size of its presentoperations. The NC may consider, in consultation with the Board, recommend to streamline the size of the Board to be compatible withthe size of its operations or to look for a suitable Independent Director to be appointed to the Board in future. The NC, in consultationwith the Board, will determine the selection criteria and select the candidate with the appropriate expertise and experience for theposition.The NC also examined the composition of the Board on an annual basis to ensure that the Board has the appropriate mix of expertise andexperience, and collectively possess the necessary core competencies for effective functioning and informed decision-making.
20Middle East Development Singapore ltdannual report 2007CORPORATE GOVERNANCESTATEMENTNon-Executive and Independent Directors exercise no management functions in the Company or its subsidiary. Although all the directorshave equal responsibility for the performance of the Group, the role of the Non-Executive and Independent Directors is particularlyimportant in ensuring that the strategies proposed by the executive management are fully discussed and rigorously examined and takeaccount of the long-term interests, not only of the shareholders, but also of employees, customers, suppliers and the many communitiesin which the Group conducts business. The NC considers its Non-Executive and Independent Directors to be of sufficient calibre andnumber and their views to be of sufficient weight that no individual or small group of individuals dominates the Board’s decision-makingprocess.CHAIRMAN AND CHIEF EXECUTIVE OFFICERPrinciple 3: There should be a clear division of responsibilities at the top of the company - the working of the Board and the executiveresponsibility of the company’s business - which will ensure a balance of power and authority, such that no one individual representsa considerable concentration of power.Dr Oussama Al-Dimashki (“Dr Oussama”) is currently the Chairman of the Board (the “Chairman”) and the Chief Executive Officer (the“CEO”) of the Company.To ensure that the decision-making process of the Group is not unnecessarily hindered and with the presence of a strong independentelement, the Board is of the opinion that the need to separate the roles of the Chairman and CEO is not necessary for the time being. Itis with this in mind that the Board felt that the CEO and the Chairman of the Board should be the same person.The Group’s Executive Chairman and CEO, Dr Oussama plays an important role in propelling the growth of the Group and providesstrong leadership and strategic vision for the Group. He also has responsibilities for overseeing the day-to-day operations, formulatingbusiness strategy and charting the corporate direction of the Group. As Chairman and CEO, he also schedules Board meetings, overseespreparation of the agenda, exercises control over quality, quantity and timeliness of the flow of information between Management andthe Board and ensures the Group’s compliance with the Code.All major decisions made by the Executive Chairman and CEO are reviewed by the AC. His performance and appointment to the Boardis reviewed periodically by the NC and his remuneration package is reviewed periodically by the RC. The members of both the NC andRC are independent. The Board therefore believes there are adequate safeguard against vesting too much power and authority in asingle individual.NOMINATING COMMITTEEBOARD MEMBERSHIPPrinciple 4: There should be a formal and transparent process for the appointment of new directors to the Board. As a principle of goodcorporate governance, all directors should be required to submit themselves for re-nomination and re-election at regular intervals.The NC was reconstituted on 18 January 2007 following the appointments of Mr Hoon Tai Meng, Mr Tee Tua Ba and Mr Tan Song Koonas Independent Directors on 18 January 2007. The NC currently comprises of three Independent Directors. Mr Hoon Tai Meng chairs theNC, with Mr Tee Tua Ba and Mr Tan Song Koon as members.The Company adopts a formal and transparent process of appointing new Directors to the Board and ensures that all Directors (otherthan the Managing Director) submit themselves for re-nomination and re-election at regular intervals.
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Notes :1. A Shareholder entitled to
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ANNUAL REPORT

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