SINGAPORE MYANMAR INVESTCO LIMITED
| Annual Report 2016
25
CORPORATE GOVERNANCE
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 consultation with the 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 CEO. The CEO leads the Management team and
formulates the Group’s strategic directions and expansion plans, executes the strategic plan, reviews the performance of
its existing businesses 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.
As the Chairman is not an independent director, the Board has appointed Mr Wong Yen Siang to act as the Lead
Independent Director. Shareholders with concerns may contact him directly, when contact through the normal channels
via the Chairman or CEO has failed to provide satisfactory resolution, or when such contact is inappropriate. All the
Independent Directors, including the Lead Independent Director, meet at least annually without the presence of other
executive and non-independent directors to discuss matters of significance which are then reported to the Chairman
accordingly.
Principle 4: Board Membership
The NC comprises the following three members, all of whom are Independent Non-Executive Directors:
1.
Mr Wee Sung Leng (NC Chairman)
2.
Mr Wong Yen Siang
3.
Mr Fong Sing Chak Jack
The NC, which has written terms of reference, is responsible for making recommendations to the Board on all board
appointments and re-appointments. The key terms of reference of the NC include the following:–
a.
review and recommend 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.
review 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.
review board succession plan for Directors, in particular for the Chairman of the Board and CEO;
d.
determine on an annual basis whether or not a Director is independent;
e.
assess the performance of the Board and contribution of each Director to the effectiveness of the Board as a whole;
and
f.
recommend 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.
Directors’ independence review
The task of assessing the independence of Directors is delegated to the NC. The NC reviews the independence of each
Director annually and as and when circumstances require. It has used its best efforts to ensure that Directors appointed to
the Board possess 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.
Annually, each Independent Director is required to complete a Director’s Independence Checklist (“Checklist”) to confirm
his independence. The Checklist is drawn up based on the guidelines provided in the Code.
