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Straco Corporation Limited • Annual Report 2014
All Directors are updated regularly concerning any changes in the Company’s policies, risks management, key changes in the relevant regulatory requirements
and accounting standards. The Company also provides ongoing education on Board processes, governance and best practices.
Newly appointed Directors are briefed on the business activities of the Group and its strategic directions. They are also provided with relevant information
on the Company’s policies and procedures. There would be an orientation program to ensure that newly appointed Directors are familiar with the Group’s
business and governance practices. The Company will also provide training in areas such as accounting, legal and industry-specific knowledge as appropriate
for Directors who have no prior experience as a director of a listed company.
Matters Requiring Board Approval
The Board has identified a number of areas for which the Board has direct responsibility for decision making. Interested Person Transactions and the Group’s
internal control procedures are also reviewed by the Board.
Major investments and funding decisions are reviewed and approved by the Board.
The Board also meets to consider the following corporate matters:-
•
Approval of quarterly result announcements;
•
Approval of the Annual Reports and Accounts;
•
Convening of Shareholder’s Meetings;
•
Approval of Corporate Strategies; and
•
Material Acquisitions and Disposal of assets.
Principle 2: Board Composition and Guidance
The Board comprises an Executive Chairman and eight non-executive Directors. Of the eight non-executive Directors, four are independent Directors making
up at least one-third of the Board. The Board is currently in the process of reviewing the Board composition in order to meet the recommendation that at
least one-half of the Board comprise independent directors in cases where the Chairman and Chief Executive Officer is the same person.
The independence of each Director will be reviewed by the Nominating Committee to ensure that the Board is capable of exercising objective judgment on
corporate affairs of the Group. The appointment of each Director is based on his caliber, experience, stature and potential contribution to the Company and
its businesses. Our current Directors are respected individuals with diverse expertise and good track record in their respective fields.
Mr Tay Siew Choon and Dr Choong Chow Siong, have served as Independent Directors for more than 9 years. The Board has carried out a rigorous review of
their independence status. The Board’s view is that both Mr Tay Siew Choon and Dr Choong Chow Siong continue to demonstrate their abilities to exercise
strong independent judgment in their deliberations and act in the best interests of the Company and that their length of service on the Board have not affected
their independence from management. Both Mr Tay and Dr Choong continue to express their views, debate issues and objectively and actively scrutinize and
challenge management. Further, having gained in depth understanding of the business and operating environment of the Group, they provide the Company
with much needed experience and knowledge of the industry. After taking into account all these factors and having weighed the need for Board refreshment
against tenure for relative benefit, the NC and the Board (saved for Mr Tay and Dr Choong who abstained from deliberation of this matter) has reviewed and
determined that Mr Tay and Dr Choong continue to be Independent Directors, notwithstanding that their service on the Board has been more than nine years.
The Nominating Committee is of the view that the current Board is capable of providing the necessary expertise to meet the Board’s objectives and that no
individual or small group of individuals dominates the Board’s decision making process.
CORPORATE GOVERNANCE
