SINGAPORE MYANMAR INVESTCO LIMITED
| Annual Report 2016
24
CORPORATE GOVERNANCE
REPORT
After taking into account the views of the NC, the Board considers that the following Directors are regarded as Non-
Independent Directors of the Company:
Name of Directors
Reasons for non-independence
Ho Kwok Wai
Mr Ho Kwok Wai is deemed not independent as he holds more than 10% of the
Company’s voting shares.
Mark Francis Bedingham
As President and CEO of the Group, Mr Mark Francis Bedingham is employed by the
Group.
Save for the abovementioned Directors, all the other Directors on the Board are considered by the NC and the Board to
be Independent Directors.
The Board also recognizes that independent directors may over time develop significant insights in the Group’s business
and operations, and can continue to provide significant and valuable contribution objectively to the Board as a whole.
When there are such directors, the Board will do a rigorous review of their continuing contribution and independence
and may exercise its discretion to extend the tenures of these directors. Presently, 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 has subject his independence to
a particularly rigorous review.
Taking into account the views of the NC, the Board concurs that Mr Wong Yen Siang continues to demonstrate strong
independence in character and judgement in the discharge of his responsibilities as a Director of the Company. He has
continued to express his individual viewpoints, debated issues and objectively scrutinized and challenged Management.
He has sought clarification as he required, including through direct access to the Group’s employees.
Further, there has been a significant change in the Board with the appointment of Mr Ho Kwok Wai as the Chairman in
2013 and Mr Mark Francis Bedingham as President and CEO in 2015. In addition, there has been significant change to the
ownership of the Company and change in the businesses of the Group. After taking into account these factors, the Board
has determined Mr Wong Yen Siang continues to be considered an Independent Director, notwithstanding he has served
on the Board for more than nine years from the date of his first appointment. In addition, the Board has re-designated
Mr Fong Sing Chak Jack to an Independent Director.
The Independent Directors make up more than half of the Board, which meets the requirements set out in the Code.
This provides a strong and independent element on the Board. This is fundamental to good corporate governance as it
facilitates the exercise of independent and objective judgement on corporate affairs. It also ensures that key issues and
strategies are critically reviewed, constructively challenged, fully discussed and thoroughly examined.
Role of the Non-Executive Director
The Board and Management fully appreciate that an effective and robust Board whose members engage in open and
constructive debate, and challenge Management on its assumptions and proposals is fundamental to good corporate
governance. The Board should also aid in the development of strategic proposals and oversee effective implementation
by Management to achieve set objectives.
For this to happen, the Board in particular the non-executive directors (“NEDs”), must be kept well informed of the
Group’s businesses and be knowledgeable about the industry the Group operates in.
To ensure that NEDs are well supported by accurate, complete and timely information, NEDs have unrestricted access to
Management.
Principle 3: Chairman and Chief Executive Officer
The Chairman and CEO functions in the Company are assumed by different individuals. The Chairman, Mr Ho Kwok Wai, is
a Non-Executive Director, while the CEO, Mr Mark Francis Bedingham is an Executive Director.
There is a clear division of responsibilities between the Chairman and CEO, which ensures a balance of power and
authority at the top of the Company.
