KINGSMEN CREATIVES LTD
ANNUAL REPORT
2014
23
Corporate Governance Report
Chairman and Chief Executive Officer
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 Soh Siak Poh Benedict is the Executive Chairman, and Mr Simon Ong Chin Sim is the Group Managing Director of the
Group. This ensures that there is an appropriate balance of power, increased accountability and greater capacity of the
Board for independent decision-making. Mr Soh Siak Poh Benedict and Mr Simon Ong Chin Sim are not related to each
other.
At the operational level, the Group Managing Director is responsible for the Group’s overall management and development
of the Group’s local and overseas operations, as well as executing the strategic plans set out by the Board. He is also
responsible for the overall strategy and policies of the Group’s creative directions and standards. The Executive Chairman
oversees the Group’s strategic development and sets the overall strategy and policies. He is also responsible for 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 senior management and company secretaries of the Company and ensures that the directors receive
complete, adequate and timely information. He also encourages constructive relations within the Board and 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.
The roles of the Executive Chairman and the Group Managing Director are separated and each of the Board committees is
chaired by an independent director. Although the Executive Chairman is part of the management team, the Board is of the
view that there is an appropriate balance of power and accountability that enhances the Board’s capacity for independent
decision-making and at present, it would not be necessary to appoint a lead independent director.
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 Wong Ah Long and comprises Mr Prabhakaran S/O Narayanan Nair, Mr Tan Cher Liang, Mr Soh
Siak Poh Benedict and Mr Simon Ong Chin Sim. The majority of the NC members, including the Chairman, are independent
directors.
The principal functions of the NC in accordance with its written 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 performance of the Board, the Board committees and directors, and training
programmes for the Board;
•
to determine on an annual basis, and as and when circumstances require, 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 appointment and last re-election of each director is set out below. For the profile of 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 “Directors’ Report” of this Annual Report. Pursuant to the Companies
Act, Chapter 50 of Singapore, a director who attains the age of 70 years may, by an ordinary resolution passed at an AGM
of the Company, be re-appointed as a director of the Company to hold office until the next AGM.
Name of Director
Date of Appointment
Date of Last Election
Soh Siak Poh Benedict
16 December 2002
29 April 2014
Simon Ong Chin Sim
16 December 2002
30 April 2013
Chong Siew Ling
12 August 2003
29 April 2012
Prabhakaran S/O Narayanan Nair
12 August 2003
29 April 2014
Wong Ah Long *
28 April 2008
29 April 2012
Tan Cher Liang
30 April 2013
30 April 2013
* Mr Wong Ah Long is above 70 years of age.
