corporate
governance report
Board and Board Committees Meetings
The schedule of all Board and Board committees meetings and the Annual General Meeting (“
AGM
”) for each financial year is
planned well in advance, in consultation with the directors. The Board meets at least four times a year at regular intervals and
on an ad hoc basis, as and when circumstances require. Tele-conferencing at Board meetings is allowed under the Company’s
Articles of Association.
The number of Board and Board committees meetings held in FY2015 and the attendance of our directors at these meetings
are as follows:
Board
Meeting
Audit
Committee
Meeting
Nominating
Committee
Meeting
Remuneration
Committee
Meeting
Name of Director
Held Attended Held Attended Held Attended Held Attended
Soh Siak Poh Benedict
4
4
4
4 *
1
1
1
1*
Simon Ong Chin Sim
4
4
4
4 *
1
1
1
1*
Chong Siew Ling
4
4
4
4 *
1
1*
1
1*
Prabhakaran S/O Narayanan Nair
4
3
4
3
1
1
1
1
Wong Ah Long
4
3
4
3
1
1
1
1
Tan Cher Liang
4
4
4
4
1
1
1
1
* Attendance 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, 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% 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 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)
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.
• e x p e r i e n c i n g
k i n g s m e n
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