SINGAPORE WINDSOR HOLDINGS LIMITED
| Annual Report 2015
19
CORPORATE GOVERNANCE
REPORT
As the Company has a separate Non-Executive Chairman and a Chief Executive Officer, there is a balance of power and
authority, increased accountability and greater capacity of the Board for independent decision-making at the top of the
Company as of the date of this report.
The Non-Executive Chairman ensures that board meetings are held when necessary and sets the board meeting agenda
with the assistance of the Company Secretary and in the consultation with the President and CEO. The Chairman ensures
that the board members are provided with complete, adequate and timely information in compliance with the Code and
there is effective communication within the board and within the shareholders.
The Board has delegated the daily operations of the Group to the President and CEO. The President and CEO leads the
management team and formulates the Group’s strategic directions and expansion plans, executes the strategic plan and
manage the Group’s overall business development to achieve the goal set out by the Board. He ensures that the Directors
are kept updated and informed of the Group’s business.
Principle 4: Board Membership
The NC comprises 3 members, all Non-Executive Directors, a majority of whom including the Chairman are independent.
The NC is chaired by an Independent Director, who is not a substantial shareholder of the Company and is not associated
in any way with the substantial shareholders of the Company. The responsibilities of the NC include:–
a)
reviewing and recommending the nominations for the appointment or re-appointment of Directors having regard to
the composition and progressive renewal of the Board, each director’s qualifications, competencies, commitment,
contribution and performance, the number of other listed company board representations;
b)
reviewing the Board structure, size and composition having regard to the scope and nature of the operations,
the requirements of the business, the diversity of skills, experience, gender and knowledge of the Company, the
core competencies of the directors as a group and make recommendations to the Board with regards to any
adjustments that may be deemed necessary;
c)
reviewing board succession plan for directors, in particular for the Chairman of the Board and chief executive
officer;
d)
determining on an annual basis whether or not a Director is independent;
e)
assessing the performance of the Board and contribution of each Director to the effectiveness of the Board as a
whole; and
f)
recommending to the Board comprehensive induction training programmes for new directors and reviewing
training and professional development programs for the Board to keep the Board apprised of relevant new laws,
regulations and changing commercial risks.
The NC is guided by written terms of reference that describe the responsibilities of its members.
The Board, through the delegation of its authority to the NC, has used its best efforts to ensures that Directors appointed
to the Board possesses the experience and knowledge, business, finance and management skills necessary to our
businesses and each Director, through his contributions, brings to the Board an independent and objective perspective to
enable a balanced and well-considered decisions to be made.
New Directors of the Company and the Group are appointed by way of Board resolutions of the respective companies,
after the NC makes necessary recommendations to the Board. According to the Articles, such new Directors of the
Company shall submit themselves for re-election at the AGM of the Company.
The NC ensures that all recommendations for the appointment and re-election of Directors are formal and transparent.
At each Annual General Meeting (“AGM”) of the Company, at least one-third of the Directors will retire from office by
rotation and each Director shall retire from office at least once every three years. All Directors to be appointed or re-
elected are recommended by the NC before submission is made to the Board for approval.
