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annual report 2011
Corporate
Governance Report
Board Membership
Principle 4: There should be a formal and transparent process for the appointment of new directors to the Board.
The NC comprises the three Independent Directors, Mr Prabhakaran Narayanan Nair, Mr Lee Hock Lye and Mr Wong Ah Long and two Executive
Directors, Mr Simon Ong Chin Sim and Mr Benedict Soh Siak Poh. The Chairman of the NC is Mr Prabhakaran Narayanan Nair. The principal
functions of the NC in accordance with its terms of reference are as follows:
• to make recommendations on all Board appointments and to re-nominate existing Directors, having regard to their contribution and
performance;
• to determine on an annual basis whether or not a Director is independent;
• to decide whether a Director is able to and has been adequately carrying out his duties as a Director of the Company, particularly when the
Director has multiple board representations; and
• to ensure that all Directors submit themselves for re-nomination and re-election at regular intervals and at least once every three years.
The year of initial appointment and last re-election of the Directors is set out below:
Name Position Date of Appointment Date of Last Re-election
Benedict Soh Siak Poh Executive Chairman 16 December 2002 27 April 2011
Simon Ong Chin Sim Group Managing Director 16 December 2002 26 April 2010
Anthony Chong Siew Ling Managing Director, ‘Exhibitions & Museums’ 12 August 2003 29 April 2009
Prabhakaran Narayanan Nair Independent Director 12 August 2003 27 April 2011
Lee Hock Lye Independent Director 12 August 2003 26 April 2010
Wong Ah Long Independent Director 28 April 2008 29 April 2009
In determining whether a Director is independent, the NC considers the guidelines set out in the Code and any other salient factors.
When a Director has multiple board representations, the NC also considers whether or not the Director is able to and has adequately carried out
his duties as a Director of the Company. The NC, having reviewed each Director’s directorships outside of the Company as well as each Director’s
attendance and contributions to the Board, is satisfed that the Directors of the Company have carried out their responsibilities to the Board adequately.
The NC relies on personal contacts and recommendations for the right candidates, when a vacancy arises under any circumstances. In consultation
with the Board, the NC would determine the selection criteria and identify candidates with the appropriate expertise for the position. The NC then
nominates the most suitable candidate to be appointed to the Board.
Information required in respect of the academic and professional qualifcations of the Directors as well as their current directorships and those held
in the preceding three years in other listed companies and other major appointments is set out in the “Board of Directors” section of this Annual
Report. In addition, information on shareholdings in the Company held by each Director is set out in the “Report of the Directors” section of this
Annual Report.
Board Performance
Principle 5: There should be a formal assessment of the effectiveness of the Board as a whole and the contribution by each director
to the effectiveness of the Board.
The NC decides on how the Board’s performance is to be evaluated and will propose objective performance criteria, subject to the Board’s approval,
which allow for comparison to industry peers and which address how the Directors have enhanced long-term shareholders’ value. The NC will
also consider the Company’s share price performance over a fve-year period vis-à-vis the Singapore Straits Times Index and a benchmark of its
industry peers.
Based on the recommendation of the NC, the Board has assessed the contribution of each Director and has established an appraisal process to
be carried out by the NC annually for assessing the effectiveness of the Board as a whole. The performance evaluation on the effectiveness of the
Board as a whole to be completed by each Director will take into consideration a number of factors, including achievement of fnancial targets,
performance of the Board, performance of individual Directors vis-à-vis attendance and contributions during Board meetings, as well as other
factors set out in the Code. The selected performance criteria will not change from year to year unless deemed necessary and the Board is able to
justify the changes. The completed evaluation forms by the Directors were submitted to the Company Secretary for collation and the consolidated
responses were presented to the NC for review and discussion. The NC has, after the review, provided the relevant feedback to the Board as
appropriate. Where necessary, follow-up action will be taken.
Each member of the NC shall abstain from voting on any resolution in respect of the assessment of his performance or re-nomination as a Director.