DEFINING DESIGN
QUALITY
22
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,
operations, 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. For new
directors who do not have prior experience as a director of a public listed company in Singapore, they will attend training
courses organised by the Singapore Institute of Directors or other training institutions in areas such as accounting, legal and
industry-specific knowledge, where appropriate, in connection with their duties.
All directors are also provided with briefings and updates in areas such as corporate governance, changes to laws and
regulations pertaining to the Group’s business and operations, and changes in financial 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 and operations,
the Company conducts visits to the Group’s operational facilities. Directors can also request further briefings or information
on any aspect of the Group’s business or operations 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
judgement on corporate affairs independently, in particular, from management and 10% shareholders1. 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 is constituted as follows:
Mr Soh Siak Poh Benedict
(Executive Chairman)
Mr Simon Ong Chin Sim
(Group Managing Director and Executive Director)
Mr Chong Siew Ling
(Managing Director, Exhibitions & Museums and Executive Director)
Mr Prabhakaran S/O Narayanan Nair
(Independent Director)
Mr Wong Ah Long
(Independent Director)
Mr Tan Cher Liang
(Independent Director)
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 and the benefits of all aspects of diversity, including but not limited to gender, age, cultural,
educational background and professional experience in order to maintain an appropriate range and balance of skills,
experience and background of the Board. As independent directors make up half of the Board, there is a strong independent
element on the Board and no individual or group of individuals is able to dominate the Board’s decision-making process. 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 accounting,
finance and legal expertise, business and management experience, industry knowledge, strategic planning experience and
customer-based experience and knowledge.
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 definition in the Code of what constitutes an independent director. Following its annual review, the
Board and the NC are of the view that Mr Prabhakaran S/O Narayanan Nair, Mr Wong Ah Long and Mr Tan Cher Liang are
independent.
The NC noted that under the Code, the independence of any director who has served on the Board beyond nine years
from the date of first appointment should be subject to particularly rigorous review. Amongst the three independent
directors, Mr Prabhakaran S/O Narayanan Nair has served as the independent director of the Company for more than
nine years from his date of first appointment to the Board. The Board concurred with the NC that Mr Prabhakaran S/O
Narayanan Nair remains objective in expressing his views and in participating in the deliberation and decision making
of the Board and Board committees, notwithstanding his tenure of service. The Board and the NC hold the view that a
director’s independence cannot be determined arbitrarily with reference to a set period of time, and that the Group benefits
greatly from Mr Prabhakaran S/O Narayanan Nair’s long service due to his detailed knowledge of the Group’s business and
operations. Mr Prabhakaran S/O Narayanan Nair had abstained from deliberating on the matter relating to his review.
The independent directors contribute accounting and finance 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,
reviewing the performance of management inmeeting agreed goals and objectives, monitoring the reporting of performance
and operating as an appropriate check and balance. The independent directors meet regularly on their own without the
presence of the executive directors and management and they will provide feedback to the Executive Chairman after such
meetings.
Corporate Governance Report
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.
