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 dominate the Board’s decision-making process. The Board believes that its
current composition and size provide 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 fromMr 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 in meeting 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.
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 adequate time is available for the
discussion of all agenda items and 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.
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