Annual Report 2016
25
CORPORATE GOVERNANCE REPORT
INEDs
During the Year, the Board at all times met the requirements of the HK Listing Rules relating to the
appointment of at least three INEDs representing at least one-third of the Board. The Board also
complied with the requirement that at least one of such INEDs should possess the appropriate
professional qualifications or accounting or related financial management expertise under Rule 3.10 of
the HK Listing Rules. Further, the Company has received from each INED a written confirmation of his
independence pursuant to Rule 3.13 of the HK Listing Rules and the Board is satisfied that all the INEDs
were independent and met the independence guidelines set out in Rule 3.13 of the HK Listing Rules
throughout the Year and up to the date of this Annual Report. Mr. Jovenal R. Santiago and Mr. Wong
Kwan Seng, Robert have been serving as our INEDs for more than nine years. The Board considers that
this long service does not interfere with their exercise of independent judgment in carrying out the duties
and responsibilities of an INED to maintain an independent view of the Group’s affairs, in particular when
their past performance is taken into account. The nomination committee of the Board (the “Nomination
Committee”) regards them as independent and believes that they will continue to contribute effectively to
the Board because of their familiarity with the Group’s business and affairs. As such, the Board and the
Nomination Committee are of the view that all the INEDs are considered independent for the purposes of
the HK CG Code and Singapore CG Code.
Role and Functions
The Board has the responsibility for the overall management of the Group. Apart from its statutory
duties and responsibilities, the Board upon recommendation by the Nomination Committee approves
the nomination of Directors to the Board and appointment of key managerial personnel, oversees
the management of the business and affairs of the Group, approves the Company’s corporate and
strategic directions, determines the Company’s policies and practices on corporate governance upon
recommendation by the compliance committee of the Board (the “Compliance Committee”), reviews
the financial performance of the Group, approves its interim and annual results upon the review
and recommendation of the audit committee of the Board (the “Audit Committee”) and approves
any investment proposals. The Board is accountable to the Shareholders while the management is
accountable to the Board. To assist the Board in fulfilling its responsibilities, the Board is provided with
management reports containing complete, adequate and timely information, and papers containing
relevant background or explanatory information required to support the decision-making process. To
oversee particular aspects of the Group’s affairs, the Board has established five Board committees,
including the Audit Committee, the Nomination Committee, the remuneration committee (the
“Remuneration Committee”), the employee share option scheme committee (the “ESOS Committee”) and
the Compliance Committee (together, the “Board Committees”). The Board has delegated to the Board
Committees responsibilities as set out in their respective terms of reference.
