SINGAPORE MYANMAR INVESTCO LIMITED
| Annual Report 2016
23
CORPORATE GOVERNANCE
REPORT
Principle 2: Board Composition and Guidance
Board size and board composition
The Board comprises five Directors, three 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
29 July 2015 –
–
–
Nil
Mark Francis
Bedingham
Executive
Director,
President
and Chief
Executive
Officer
23 January
2015
29 July 2015 –
–
–
Nil
Wong Yen Siang
(1)
Lead
Independent
Director
15 July 2005 29 July 2015 Chairman Member
Member
Nil
Wee Sung Leng Independent
Director
6 November
2013
30 July 2014 Member
Chairman Chairman
Nil
Fong Sing Chak
(2)
Jack
Independent
Director
6 November
2013
30 July 2014 Member
Member
Member
Nil
(1)
Appointed as Lead Independent Director on 27 June 2016
(2)
Re-designated as Independent Director on 27 June 2016
Each year, the NC reviews the size and composition of the Board and board committees and the skills and core
competencies of its members to ensure an appropriate balance of skills and experience. These competencies include
banking, accounting and finance, business acumen, management experience, industry knowledge, strategic planning
experience, customer-based knowledge, familiarity with regulatory requirements and knowledge of risk management.
The NC believes 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 Board considers that its Directors possess the necessary competencies and
knowledge to lead and govern the Group effectively.
Taking into account the nature and scope of the Group’s businesses and the number of board committees, the Board
considers a board size of between five to six members as appropriate. The Board believes that the current composition
and size provides sufficient diversity without interfering with efficient decision-making. The Directors’ academic and
professional qualifications are presented in pages 16 to 17 of the Annual Report.
Directors’ independence review
Director who has no relationship with the Group, its related corporations, officers or its shareholders with shareholdings
of 10% or more in the voting shares of the Company which could interfere, or be reasonably perceived to interfere, with
the exercise of the director’s independent business judgement in the best interests of the Group, is considered to be
independent.
The NC is tasked to determine on an annual basis and as and when the circumstances require whether or not a director
is independent, bearing in mind the Guidelines set forth in the Code and any other salient factor which would render a
director to be deemed not independent. For the purpose of determining directors’ independence, every Director has
provided declaration of their independence which is deliberated upon by the NC and the Board.
