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The independent Directors contribute fnance knowledge, legal expertise and business management experience to the Group, and provide the
Executive Directors and Management with diverse and objective perspectives of issues that are brought before the Board. The independent
Directors also aid in developing the Group’s strategic process, monitoring the performance of Management and operating as an appropriate check
and balance.
Chairman and Chief Executive Offcer
Principle 3: There should be a clear division of responsibilities between the leadership of the Board and the executives responsible for
managing the company’s business. No one individual should represent a considerable concentration of power.
Mr Benedict Soh Siak Poh is the Executive Chairman, and Mr Simon Ong Chin Sim is the Chief Executive Offcer (CEO ) of the Company. This
ensures that there is an appropriate balance of power, increased accountability and enhances the Board’s capacity for independent decision-
making.
At the operational level, the CEO oversees the Group’s strategic development, and sets the overall strategy and policies on the Group’s creative
direction and standards. The Executive Chairman is responsible for the overall management and development of the Group’s overseas operations
and exploring strategic business opportunities.
The Executive Chairman promotes high standards of corporate governance and leads the Board to ensure its effectiveness on all aspects of its
role. As part of his administrative duties, the Executive Chairman sets the Board meeting agenda in consultation with the Financial Controller of
the Company (FC) and ensures that the Directors receive complete, adequate and timely information. He also encourages constructive relations
between the Board and Management and facilitates effective contribution of the independent Directors. In addition, the Executive Chairman is
responsible for ensuring effective communication with shareholders.
Board Membership
Principle 4: There should be a formal and transparent process for the appointment and re-appointment of directors
to the Board.
Nominating Committee
The NC is chaired by Mr Prabhakaran Narayanan Nair and comprises Mr Lee Hock Lye, Mr Wong Ah Long, Mr Simon Ong Chin Sim and Mr
Benedict Soh Siak Poh. The majority of the NC members, including the Chairman, are independent Directors.
The principal functions of the NC in accordance with its terms of reference are as follows:
•to make recommendations on matters relating to the appointment and re-appointment of Directors, Board succession plans for Directors,
evaluation of the Board’s performance and training programmes for the Board;
•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;
•to ensure that all Directors submit themselves for re-nomination and re-election at regular intervals and at least once every three years; and
•to assess the effectiveness of the Board as a whole, its Board committees and the contribution by each Director to the effectiveness
of the Board.
The date of initial appointment and last re-appointment of each Director is set out below. For key information on the Directors, please refer to the
section entitled “Board of Directors’ of this Annual Report. In addition, information on each Director’s shareholding in the Company, if any, is set
out in the section entitled “Report of the Directors” of this Annual Report.
Name Position Date of Initial
Appointment
Date of Last
Re-appointment
Executive Directors
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 2012
Independent Directors
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 2012
KINGSMEN CREATIVES LTD ANNUAL REPORT 2012
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CORPORATE GOVERNANCE REPORT