SINGAPORE WINDSOR HOLDINGS LIMITED
| Annual Report 2015
18
CORPORATE GOVERNANCE
REPORT
Principle 2: Board Composition and Guidance
The Board comprises six Directors, two of whom are Independent Directors. The Directors at the date of this report are as
follows:–
Name of Directors
Board of
Directors
Date of
Appointment
Date of last
re-election
Audit
Committee
Nominating
Committee
Remuneration
Committee
Present
Directorships
in other Listed
Companies
Ho Kwok Wai
Non-Executive
Director
and Chairman
6 November
2013
30 July 2014
–
–
–
Nil
Mark Francis Bedingham Executive
Director,
President
And Chief
Executive
Director
23 January
2015
Not
applicable
–
–
–
Nil
Chan Tak Sing
Martin
Executive
Director
6 May 2005 30 July 2014
–
–
–
Nil
Fong Sing Chak
Jack
Non-executive
Director
6 November
2013
30 July 2014
Member
Member
Member
Nil
Wong Yen Siang
Independent
Director
15 July 2005 31 July 2012 Chairman
Member
Member
Nil
Wee Sung Leng
Independent
Director
6 November
2013
30 July 2014
Member
Chairman
Chairman
Nil
The independence of each Independent Director is assessed and reviewed annually by the NC. The NC adopts the
definition in the Code as to what constitutes an independent director in its review to ensure that the Board consists of
persons who, together, will provide core competencies necessary to meet the Company’s objectives. Each independent
director is required to confirm his independence annually based on the guidelines as set out in the Code.
Currently, Mr Wong Yen Siang has served on the Board for more than nine years from the date of his first appointment
in 2005. The Board had reviewed and considered Mr Wong Yen Siang to be independent notwithstanding that he have
served on the Board beyond nine years after taking into account his active participation at the board meetings, objective
and constructive challenge of the Management in terms of business and strategy proposals, and critical review of the
management’s performance. Mr Wong Yen Siang has also demonstrated strong independence character and judgement
over the years in discharging his duties as independent director in the best interests of the Company.
The Board through the NC has examined its board size and composition and is of the view that the current board size
is appropriate, taking into account the nature and scope of the Group’s operations, the wide spectrum of skill and
knowledge of the Directors.
The NC is of the view that there is an appropriate mix of expertise and experience to enable Management to benefit
from a diverse perspective of issues that are brought before the Board; and no individual or small group of individuals
dominates the Board’s decision-making process.
The Non-Executive and Independent members of the Board exercise no management functions in the Company or its
subsidiaries although they participate actively during Board meetings. The Non-Executive and Independent Directors
constructively challenge and help to develop proposals on strategies, business operations and practices of the Group and
review the performance of Management in meeting agreed goals and objectives. The Non-Executive and Independent
Directors also communicate amongst themselves and with the Company’s auditors and senior management.
Principle 3: Chairman and Chief Executive Director
Mr Ho Kwok Wai was appointed as Director on 6 November 2013 and he was re-designated from Executive Chairman to
Non-Executive Chairman on 23 January 2015. Mr Mark Francis Bedingham was appointed as an Executive Director of the
Company, President and Chief Executive Officer (“CEO”) of the Company with effect from 23 January 2015.
