SINGAPORE WINDSOR HOLDINGS LIMITED
| Annual Report 2015
20
CORPORATE GOVERNANCE
REPORT
The NC has reviewed and recommended the re-election of the following Directors who will be retiring pursuant to the
Company’s Articles of Association at the forthcoming Annual General Meeting to be held on 29 July 2015 (the “AGM”):
z
Mr Ho Kwok Wai (retiring pursuant to Article 91)
z
Mr Wong Yen Siang (retiring pursuant to Article 91)
z
Mr Mark Francis Bedingham (retiring pursuant to Article 97)
The Board has accepted the recommendations and the retiring directors will be offering themselves for re-election at the
forthcoming AGM.
The NC also assessed and reviewed the independence of the Independent Directors, namely Mr Wong Yen Siang and Mr
Wee Sung Leng based on the new guidelines set out in the Code. The Board, with the concurrence of the NC, concludes
that Mr Wong Yen Siang and Mr Wee Sung Leng remain independent.
The information relating to the date of last election of the Directors are set out under ‘Principle 2’ on page 18.
Key information regarding the Directors are set out under the section of ‘Board of Directors’ on pages 10 to 11 of this
Annual Report.
Where a Director has multiple Board representations, the NC will evaluate annually whether a Director is able to and has
been adequately carrying out his duties as a Director of the Company based on internal guidelines such as attendance,
contactability and responsiveness. Although the Independent Directors hold directorships in other companies which are
not in the Group, the Board is of the view that such multiple board representations do not hinder them from carrying out
their duties as Directors. These Directors would widen the experience of the Board and give it a broader perspective.
The Board does not prescribe a maximum number of listed company board representations which any director with
multiple board representations may hold and in lieu wishes to review the matter on a case by case basis taking into
account the ability and performance of each director in his performance and discharge of duties and responsibilities.
Principle 5: Board Performance
The NC has implemented a process to assess the performance and effectiveness of the Board as a whole, its board
committees and the contribution by each director to the effectiveness of the Board.
The evaluation and review of the Board’s performance is carried out collectively by the Board on an annual basis. For
Board assessment, it is based on factors such as the Board’s structure, size, conduct of meetings, corporate strategy and
planning, risk management and internal controls, measuring and monitoring performance and financial reporting. In
the case of individual assessments, each Director is evaluated based on factors which include the Director’s attendance,
adequacy of preparation for meetings, participation in discussions as well as industry and business knowledge.
Principle 6: Access to Information
In order to fulfill the Board’s members’ responsibilities and enable them to carry out their duties, the Management is
required to provide complete, adequate and timely information to the Board on Board affairs and issues that require
the Board’s decision as well as ongoing reports relating to the operational and financial performance of the Company
and the Group. Directors have unrestricted access to the Company’s records and information, all Board and Board
Committees’ minutes. Directors are also provided with the agenda and meeting materials in advance and have separate
and independent access to the Company Secretary and Management at all times.
Directors may also liaise with senior executives and other employees to seek additional information if required. Where
necessary, the Company will, upon the request of Directors (whether as a group or individually), provide them with
independent professional advice, at the Company’s expense to enable the Directors to discharge their duties.
The Company Secretary provides the Board with regular updates on the requirements of the Companies Act and all the
rules and regulations of the SGX-ST.
