CORPORATE GOVERNANCE STATEMENT
YEAR ENDED 31 DECEMBER 2015
The Code further requires the independence of any Director who has served on the Board beyond nine (9) years to be rigorously
reviewed. None of the current independent Directors has served on the Board for more than nine (9) years since the date of their
appointment.
The Board is of the view that the size of the Board is appropriate for the needs and demands of the Company’s and the Group’s
operations. The Board comprises business leaders and professionals from different industries and financial backgrounds. The current
Board comprises Directors who have diverse qualifications and backgrounds in areas such as law, banking, trusts, finance and business,
and includes Directors who are resident in Singapore and Hong Kong. The independent Directors have exposure to the business
industry in which the Group operates. The Board’s composition enables the management to benefit from a diverse and objective external
perspective on issues raised before the Board.
During FY2015, the non-executive Directors constructively challenged and helped the management develop proposals on business
strategies for the Company and the Group. The Board also reviews the performance of the management in achieving agreed goals and
objectives for the Company and the Group, and monitors the reporting of performance.
During FY2015, the non-executive independent Directors had meetings without the presence of the management.
Chairman and Chief Executive Officer (Principle 3 of the Code)
Mr Cheong Pin Chuan and Mr Cheong Sim Eng were the Joint Chairmen of the Board and Joint Managing Directors of the Company.
The Code recommends that a lead independent director be appointed where the Chairman and the CEO (or equivalent) is the same
person. Mr Chow Yew Hon had been appointed as the lead independent Director since 1 September 2014.
The Joint Chairmen bring with them a wealth of experience and lead the Board to ensure its effectiveness on all aspects of their role. Prior
to each Board meeting, the Joint Chairmen determine the agenda for the meeting and instruct the Company Secretary to disseminate it
to all Directors. They lead the meeting and ensure full discussion of each agenda item, as appropriate. The Joint Chairmen ensure that
Board members engage the management in constructive debate on various matters including strategic issues. They also oversee the
quality and timeliness of information flow between the management and the Board.
Board Membership (Principle 4 of the Code)
Key information on the Directors, such as whether they are executive, non-executive, or considered by the Nominating Committee to
be independent, as well as details of their academic and professional qualifications and other particulars are set out on pages 3 and 22.
The members of the nominating committee of the Company (the “Nominating Committee”) were Mr Chan Pengee, Adrian (Chairman of
the Nominating Committee, with effect from 18 May 2015), Mr Chow Yew Hon and Mr Lim Jun Xiong Steven.
According to the Nominating Committee’s terms of reference, the Nominating Committee’s duties and responsibilities are as follows:
(a)
determining annually, and as and when circumstances require, whether a Director is independent, and providing its views to the
Board in relation thereto for the Board’s consideration;
(b)
reviewing the independence of any Director who has served on the Board for more than nine (9) years from the date of his first
appointment and the reasons for considering him as independent;
(c)
where a Director or proposed Director has multiple board representations, deciding whether the Director is able to and has
been adequately carrying out his duties as a Director, taking into consideration the Director’s number of listed company board
representations and other principal commitments
1
;
1
The term “
principal commitments
” shall include all commitments which involve significant time commitment such as full time occupation, consultancy
work, committee work, non-listed company board representations and directorships and involvement in non-profit organisation. Where a Director sits
on the boards of non-active related corporations, those appointments should not normally be considered principal commitments.
11
ANNUAL REPORT 2015
HONG FOK CORPORATION LIMITED
