CORPORATE GOVERNANCE STATEMENT
PRINCIPLE 3: CHAIRMAN AND CHIEF EXECUTIVE OFFICER
Zhong Sheng Jian currently fulfills the roles as the Chairman of the Board (“Chairman”) and the Chief Executive Officer
(“CEO”) of the Company. The Board has not adopted the recommendation of the Code to have separate directors appointed
as the Chairman and the CEO. This is because the Board is of the view that there is a sufficiently strong independent element
on the Board to enable independent exercise of objective judgment on the corporate affairs of the Group. Pursuant to the
recommendation in the Code, the Company has also appointed Ronald Seah Lim Siang as its lead independent director.
The Chairman and the CEO is responsible for, among others, exercising control over the quality, quantity and timeliness of
the flow of information within the Board and between the Board and the Management, and assisting in ensuring compliance
with the Company’s guidelines on corporate governance. The independent directors may meet without the presence of the
executive directors from time to time, when necessary.
PRINCIPLE 4: BOARD MEMBERSHIP
PRINCIPLE 5: BOARD PERFORMANCE
DG: Guideline 4.4
DG: Guideline 4.6
DG: Guideline 5.1
NOMINATING COMMITTEE “NC”
The NCmakes recommendations to the Board on all board appointments. The majority of the members of the NC, including
its chairman, are independent. The chairman of the NC is Ng Ser Miang and the other members are Zhong Sheng Jian
and our lead independent director, Ronald Seah Lim Siang. The NC is guided by its terms of reference which set out its
responsibilities. The NC’s responsibilities include:
(a)
reviewing and recommending the nomination and re-election of our directors having regard to the director’s
contribution and performance;
(b)
determining on an annual basis whether or not a director is independent; and
(c)
assessing the performance of our Board, Board Committees as well as contribution of the Chairman and each director
to the effectiveness of the Board.
A new director shall be appointed by the Board after taking into consideration the recommendation made by the NC.
Selection of candidates to be considered for appointment as directors is facilitated through recommendations from reliable
sources. The NC, in considering the appointment and re-appointment of any director, evaluates the criteria of the new
directors and performance of the existing directors. The assessment parameters for the new directors include integrity,
diversity of competencies and expertise of the new directors. The assessment parameters for the existing directors include
attendance records at meetings, intensity of participation at meetings and the quality of interventions.
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