Straco Corporation Limited • Annual Report 2014
16
The Board is of the view that the current board size of nine Directors is appropriate, taking into account the nature and scope of the Company’s operations.
Key information regarding the Directors can be found under the “Board of Directors” section of this annual report.
Principle 3: Chairman and Chief Executive Officer
The Executive Chairman of the Board is Mr Wu Hsioh Kwang. The Board is of the opinion that the present Group structure and business scope does not
warrant a meaningful split of the roles of the Chairman and the Chief Executive Officer. The Board is of the view that there are sufficient safeguards and
checks to ensure that the process of decision making by the Board is independent and based on collective decisions without any individual exercising any
considerable concentration of power or influence.
As Executive Chairman, Mr Wu exercises control over the quality, quantity and timeliness of the flow of information between management and the Board. In
addition, Mr Wu has full executive responsibilities of the overall business directions and operational decisions of the Group.
All major decisions made by the Executive Chairman are reviewed by the Board and his remuneration package is reviewed periodically by the Remuneration
Committee.
Mr Tay Siew Choon, the lead independent director of the Company, will meet periodically with the independent directors without the presence of the other
directors and provide feedback to the Executive Chairman after such meetings. He will also be an independent channel of communication for shareholders
who have concerns and for which contact with the Executive Chairman or Chief Financial Officer has failed or is inappropriate.
Principle 4: Board Membership
The Nominating Committee comprises Mr Tay Siew Choon, Mr Wu Hsioh Kwang and Mr Neo Poh Kok David. Mr Tay Siew Choon is the Chairman of the
Nominating Committee and in accordance with the Code, he is not, or is not directly associated with, a substantial shareholder (with interest of ten per
centum or more in the voting shares of the Company). Mr Tay Siew Choon and Mr Neo Poh Kok David are independent directors.
The responsibilities of the Nominating Committee include the nomination of Directors, determining the independence of a Director and deciding whether or
not a Director is able to and has been adequately carrying out his duties as a Director. The criterion for independence is based on the definition as set out in
the Code.
Key information on the directors and their shareholdings in the Company are found on pages 26 to 31 of this annual report respectively.
The Nominating Committee selects and recommends new directors for appointment after considering several criteria such as the candidate’s experience, core
competency, industry knowledge and general ability to contribute to the Board’s proceedings. Newly appointed directors are however required to submit
themselves for re-election at the next annual general meeting of the Company (“
AGM
”).
We believe that Board renewal must be an ongoing process, to both ensure good governance and maintain relevance to the changing needs of the Company
and business. Our Articles of Association require at least one-third of our Directors to retire and subject themselves to re-election by shareholders at every
AGM and no director stays in office for more than three years without being re-elected by shareholders.
CORPORATE GOVERNANCE
