Corporate Governance Statement
1.2 Board Composition and Balance
Presently, there are 11 Directors, ten of whom are non-executive Directors. Seven out of the 11 Board members
are independent Directors. Mrs Lee Ai Ming was appointed as an additional Director on 1 November 2002.
The nature of the Directors’ appointments on the Board, and details of their memberships in the Board Committees
are set out below:
The principal functions of the Board are to:
- Review and, where required, approve the major strategies, the objectives and plans of the Company,
and the appropriate financial and operational matters;
- Advise Management on significant issues facing the Group;
- Oversee processes for evaluating the adequacy of internal controls, risk management, financial
reporting and compliance, and satisfy itself as to the adequacy of such processes;
- Nominate Directors, and ensure that the structure and practices of the Board provide for sound
corporate governance; and
- Supervise and appropriately remunerate executive management.
No individual or small group of individuals dominates the Board’s decision-making. The Board is of the view that
its current size of 11 Directors is appropriate taking into account the scope and nature of the operations of the
Company.
1.3 Chairman and Managing Director
To ensure an appropriate balance of power, increased accountability and a greater capacity of the Board for
independent decision-making, the Company has a clear division of responsibilities at the top management level
of the Company, with the non-executive Chairman and Managing Director having separate roles.
The Chairman’s responsibilities include, inter-alia, the following:
- Scheduling of meetings to enable the Board to perform its duties responsibly while not interfering
with the flow of the Company’s operations;
- Preparing meeting agenda in consultation with the Managing Director and Company Secretary;
- Exercising control over the quality, quantity and timeliness of the flow of information between
Management and the Board; and
- Assisting in ensuring compliance with the Code.
|
