Straco Corporation Limited • Annual Report 2014
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To evaluate the effectiveness of the Board as a whole, the Nominating Committee considered the adequacy and size of the Board, the Board’s access to
information, Board processes and accountability, and communication with senior management. Individual evaluation is also carried out to assess whether
each Director continues to contribute effectively and demonstrates commitment to his/her role and duties. The criteria for evaluation are reviewed by the
Nominating Committee each year and changes are made where circumstances require. Following the review, the Board is of the view that the Board and its
Board Committees operate effectively.
Principle 6: Access to Information
In order to ensure that the Board is able to discharge its responsibilities, the management is required to provide complete, adequate and timely information
to the Board on the Board’s affairs and issues that require the Board’s decision as well as ongoing reports relating to operational and financial performance of
the Company.
The Board has separate and independent access to the senior management at all times. Directors are also entitled to request from management and be
provided with such additional information as needed to make informed decisions. If the Directors, whether as a group or individually, need independent
professional advice, the Company will upon directions by the Board, appoint a professional advisor selected by the group or individual to render the advice.
The cost of such professional advice will be borne by the Company.
The Audit Committee meets our external auditor (KPMG LLP) and internal auditor (Ernst & Young Advisory Pte Ltd) separately without the presence of
management at least once a year and reviews the assistance given by the Company’s officers to the auditors.
The Company Secretary, or her representatives, attends all Board meetings and is responsible to ensure that the Board procedures are followed. It is the
Company Secretary’s responsibility to ensure that the Company complies with requirements of the Companies Act. Together with the management, the
Company Secretary is responsible for the compliance with all rules and regulations which are applicable to the Company.
REMUNERATION MATTERS
Principle 7: Procedures for Developing Remuneration Policies
Principle 8: Level and Mix of Remuneration
The Remuneration Committee comprises 3 non-executive directors, 2 of whom (including the chairman of the Remuneration Committee), are independent
directors. The members of the Remuneration Committee are Mr Tay Siew Choon, who is also the Chairman of the Remuneration Committee, Dr Choong
Chow Siong and Mdm Chua Soh Har.
The key function of the Remuneration Committee is to review and recommend to the Board, in consultation with management, a framework for all aspects
of remuneration. The Remuneration Committee also determines the specific remuneration packages and terms of employment for executive Director as well
as senior executives.
The Remuneration Committee has access to expert professional advice on human resource matters whenever there is a need to consult externally. In its
deliberations, the Remuneration Committee takes into consideration industry practices and norms in compensation in addition to the Company’s relative
performance and the performance of the individual Directors. No Director will be involved in deciding his own remuneration.
CORPORATE GOVERNANCE
