SEO Version
The number of Board and Board committee meetings held in FY2012 and the attendance of our Directors at these meetings
are 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
5
5
5
5
#
2
2
1
1
#
Simon Ong Chin Sim
5
5
5
5
#
2
2
1
1
#
Anthony Chong Siew Ling
5
4
5
4
#
2
2
#
1
1
#
Lee Hock Lye
5
5
5
5
2
2
1
1
Prabhakaran Narayanan Nair
5
5
5
5
2
2
1
1
Wong Ah Long
5
5
5
5
2
2
1
1
# By invitation
Board Orientation and Training
A formal letter of appointment is provided to every new director, setting out his duties and obligations. A new director will also receive an
orientation package which includes materials to familiarise new Directors with the Group’s business, structure and governance practices relating
to,
inter alia
, disclosure of interests in the Company’s securities, prohibition on dealings in the Company’s securities and restrictions on the
disclosure of price-sensitive information.
The Directors are also provided with briefngs and updates in areas such as corporate governance, changes to laws and/or regulations pertaining
to the Group’s business, and changes in fnancial reporting standards, so as to enable them to properly discharge their duties as Board or Board
committee members.
Further, in order to provide our independent Directors with a better understanding of the Group’s business, the Company conducts visits to the
Group’s operational facilities. Directors can also request further briefngs or information on any aspect of the Group’s operations or business from
Management.
Board Composition and Guidance
Principle 2: There should be a strong and independent element on the Board, which is able to exercise objective judgment on corporate
affairs independently, in particular, from Management and 10% shareholders
1
. No individual or small group of individuals should be allowed
to dominate the Board’s decision making.
Board Composition
Currently, the Board comprises six Directors, three of whom are independent. The Board of Directors is constituted as follows:
Executive Directors
Mr Benedict Soh Siak Poh, Executive Chairman
Mr Simon Ong Chin Sim, Group Managing Director and Chief Executive Offcer
Mr Anthony Chong Siew Ling, Managing Director, Exhibitions & Museums
Independent Directors
Mr Lee Hock Lye
Mr Prabhakaran Narayanan Nair
Mr Wong Ah Long
Each year, the Board reviews its size and composition, taking into account,
inter alia
, the scope and nature of the Group’s business and
operations. The Board believes that its current composition and size provides an appropriate balance of skills, experience and knowledge of the
Group, which facilitates effective decision-making. The Directors provide core competencies such as legal and fnance expertise, business or
management experience, industry knowledge and strategic planning experience.
Board Independence
The independence of each Director is reviewed by the NC on an annual basis. In determining whether a Director is independent, the NC has
adopted the defnition in the Code of what constitutes an independent director. Following its review, the Board and NC are of the view that Mr
Lee Hock Lye, Mr Prabhakaran Narayanan Nair and Mr Wong Ah Long are independent.
1
The term “10% shareholder” shall refer to a person who has an interest or interests in one or more voting shares in the company and the total votes attached to that
share, or those shares, is not less than 10% of the total votes attached to all the voting shares in the company. “Voting shares” exclude treasury shares.
CELEBRATING PARTNERSHIPS
22
CORPORATE GOVERNANCE REPORT
Powered by FlippingBook Publisher