Contents - Tung Lok Restaurants 2000 Ltd

The EXCO evaluates and recommends to the Board policies on matters covering financial control and risk managementof the Group, monitors the effectiveness of the policies set down by the Board and make recommendations or changesto the policies with the Group’s financial objectives in mind. In addition, the EXCO recommends to the Board investments,acquisitions or disposals and monitors the funding needs of the Group. It also reviews the financial performance of theGroup and initiates actions as are appropriate for the management of the Group.On appointment, the Managing Director will brief new Directors on the Group’s business and policies. Directors andsenior executives are encouraged to undergo relevant training to enhance their skills and knowledge, particularly on newlaws and regulations affecting the Group’s operations.Principle 2 : Board Composition and BalanceThe Board comprises six directors, of whom two are executive directors, one non-executive and non-independentdirector, and three non-executive and independent directors.The Chairman of the Board is Mr Zhou Yingnan who is non-executive and non-independent. The other three non-executiveand independent directors are Dr Tan Eng Liang, Dr Ker Sin Tze and Mr Ch’ng Jit Koon.The executive directors are Mr Tjioe Ka Men (Managing Director) and Ms Tjioe Ka In.The composition of the Board and independence of each director is reviewed annually by the Nominating Committee.The Board is of the view that the current board size of six directors is appropriate, taking into account the nature andscope of the Group’s operations and the Board as a whole, possesses core competencies required for the effectiveconduct of the Group’s affairs. Profiles of the Directors are found on page 10 of this Annual Report.Principle 3 : Role of Chairman and Managing Director (“MD”)The Company has a separate Chairman and MD. The Chairman is the father of our directors, Mr Tjioe Ka Men andMs Tjioe Ka In. The MD is the most senior executive in the Company who bears executive responsibility for the managementof the Group. Both the Chairman and MD are responsible for the workings of the Board and the conformity by managementto Corporate Governance policies as laid down by the Board.BOARD COMMITTEESNominating CommitteePrinciple 4Principle 5: Board Membership: Board PerformanceThe Nominating Committee (“NC”) was reconstituted in December 2002 to comprise four directors of whom three areindependent directors and one is executive director. The NC has adopted specific written terms of reference. The membersof the NC are as follows: :-Dr Ker Sin Tze (Chairman)Dr Tan Eng LiangMr Ch’ng Jit KoonMr Tjioe Ka Men 15