Page 24 - ar2011

22 kingsmen creatives ltd
Corporate
Governance Report
Tele-conferencing at Board Meetings is allowed under Article 120(2) of the Company’s Articles of Association. The attendance of the Directors at
Board Meetings and meetings of various committees in FY2011 is as follows:
Board of Directors Audit Committee Nominating Committee Remuneration
Committee
Name of Director No. of
Meetings
Held
No. of
Meetings
Attended
No. of
Meetings
Held
No. of
Meetings
Attended
No. of
Meetings
Held
No. of
Meetings
Attended
No. of
Meetings
Held
No. of
Meetings
Attended
Benedict Soh Siak Poh 4 4 - - 2 2 - -
Simon Ong Chin Sim 4 4 - - 2 2 - -
Anthony Chong Siew Ling 4 3 - - - - - -
Lee Hock Lye 4 4 4 4 2 2 4 4
Prabhakaran Narayanan Nair 4 4 4 4 2 2 4 4
Wong Ah Long 4 3 4 3 2 2 4 3
Board Composition and Balance
Principle 2: There should be a strong and independent element on the Board, which is able to exercise objective judgement on
corporate affairs independently, in particular, from Management. No individual or small group of individuals should be allowed to
dominate the Board’s decision-making.
Currently, the Board consists of six Directors, of whom three are considered independent by the NC. The independence of each Director is reviewed
annually by the NC. The NC adopts the Code’s defnition of what constitutes an independent director in its review and the NC is of the view that
Mr Lee Hock Lye, Mr Prabhakaran Narayanan Nair and Mr Wong Ah Long are independent. The strong independent element on the Board enables
the Management to beneft from external diverse and objective perspectives for issues raised. It also allows for constructive exchange of ideas and
views to shape the strategic policies of the Group.
The Board has examined its size and is of the view that it is an appropriate size for effective decision making, taking into account the scope and
nature of the operations of the Company. The NC is of the view that no individual or small group of individuals dominates the Board’s decision-
making process currently. The Board comprises Directors who as a group provide the right core competencies and diversity of experiences to
contribute effectively.
Chairman and Chief Executive Offcer
Principle 3: There should be a clear division of responsibilities at the top of the company - the working of the Board and the
executive responsibility of the company’s business – which will ensure a balance of power and authority, such that no one individual
represents a considerable concentration of power.
There is a clear division of responsibilities between the Chairman and the Chief Executive Offcer (“CEO”), which ensures that there is a balance
of power and authority at the top of the Group. With effect from 1 January 2011, the posts of Chairman and CEO are kept separate and these
positions are held by Mr Benedict Soh Siak Poh and Mr Simon Ong Chin Sim respectively.
The Board has delegated the day-to-day running of the Group, and the Group’s strategic development, and creative direction and standards, to
the CEO. Both the Chairman and CEO shall ensure an appropriate balance of power, increased accountability and greater capacity of the Board
for independent decision making.
The Chairman shall, in addition to overseeing certain of the Group’s overseas offces and furthering the Group’s overseas expansion and exploring
strategic business opportunities,
• lead the Board to ensure its effectiveness on all aspects of its role and set its agenda;
• ensure that the Directors receive accurate, timely and clear information;
• ensure effective communications with shareholders;
• encourage constructive relations between the Board and Management;
• facilitate effective contribution of the Non-Executive Directors in particular;
• encourage constructive relations between the Executive and Non-Executive Directors; and
• promote high standards of corporate governance.