CORPORATE GOVERNANCE STATEMENT
A director, upon appointment, would be given information on the Group’s business, structure and corporate and briefed of
strategic direction. The directors may visit the development sites of the Group as and when necessary. The directors are also
provided with further explanation and information on any aspect of the Company’s operation or business issues from the
management of the Company (“Management”) at quarterly board meetings or as and when so requested by the directors
and receive relevant briefings and updates, particularly on relevant new laws and regulations and changing commercial
risks, from time to time, if necessary.
PRINCIPLE 2: BOARD COMPOSITION AND GUIDANCE
DG: Guideline 2.1
DG: Guideline 2.3
DG: Guideline 2.4
DG: Guideline 2.6
The Board comprises:
1.
Zhong Sheng Jian:
Chairman and Chief Executive Officer
2.
Zhong Siliang:
Executive Director
3.
Chan Yiu Ling:
Executive Director
4.
Hong Zhi Hua:
Executive Director
5.
Ronald Seah Lim Siang:
Lead Independent Director
6.
Ng Ser Miang:
Independent Director
7.
Ng Shin Ein:
Independent Director
8.
Ng Jui Ping:
Independent Director
The Board determines, at the recommendation of the NC, the independence of each independent director adopting, inter
alia, the independence test as recommended by the Code. The NC and the Board note the need for progressive refreshing
of the Board and the need to conduct rigorous review on the independence of each independent director who has served
on the Board beyond nine years from his first appointment. For the independence test, each director is required to endorse
an independent test form, content of which is in accordance with the guidelines as set out in the Code to declare his
independency. Each independent director is abstained from assessing and determining his own independence in such
review. Taking into consideration the complexity of doing business in China and that these independent directors have
continued to demonstrate strong independence in judgment in the discharge of their responsibilities as an independent
director of the Company and that they have objectively raised issues and sought clarification as and when necessary from
the Board, Management and the Group’s external advisers on matters pertaining to their area of responsibilities whether
on Board or on the Board Committees and that the Company has also benefited from their years of experience in their
respective fields of expertise, the NC and the Board are of the view that all the four independent directors who have served
the Board beyond nine years from the respective date of their first appointments remain independent and none of the
independent directors has a relationship as stated in Guideline 2.3 of the Code that would otherwise deem him / her not to
be independent. Accordingly, there is a strong and independent element on the Board, with independent directors making
up half of the Board.
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fields are appropriate, effective and provides adequate diversity to the Board,
taking into consideration the scope and nature
of operations of the Group, the requirements of the business and the need to avoid undue disruptions from changes to
the composition of the Board and Board Committees. The Board comprising two female directors in recognition of the
importance and value of gender diversity. Assessments of the Board and Board Committees conducted annually allowing
the Board to ensure, inter alia, the balance and diversity of the Board and Board Committees necessary to maximise
effectiveness.
YANLORD LAND GROUP LIMITED
ANNUAL REPORT 2015
142
