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Corporate Governance (Cont’d)
Board Composition and Guidance
The NC conducts a yearly review of the Board size to ensure that it is appropriate considering the nature and Group’s business and
operations; and the Board and Board Committees comprise of Directors with a balance and diversity of skills, experience and knowledge
to discharge its duties and responsibilities effectively as well as to make objective decisions.
On a yearly basis, Directors are required to assess and to confrm their independence based on the guidelines provided in the Revised
Code. Based on this assessment, 4 out of the 10 Directors, who are Non-Executive, are considered to be independent.
As of 31 March 2013, the Board comprises of ten Directors, of whom four are Executive Directors, two are Non-Executives and four are
Independent Directors.
Board of Directors Executive
Committee
Audit
Committee
Nominating
Committee
Remuneration
Committee
Name Status Position
Lee Kwong Foo, Edward Lead Independent Chairman Chairman
Lim Hock San Independent Vice Chairman Member Member Chairman
Mark Wakeford Executive Member Chairman
Moleonoto Tjang Executive Member Member
Suaimi Suriady Executive Member Member
Sonny Lianto Executive Member Member
Tjhie Tje Fie Non-Executive Member Member Member Member
Axton Salim Non-Executive Member
Goh Kian Chee Independent Member Chairman Member
Hendra Susanto Independent Member Member Member
The Executive Committee (“Exco”) comprises Mr Mark Wakeford, Mr Tjhie Tje Fie, Mr Moleonoto Tjang, Mr Suaimi Suriady and Mr Sonny
Lianto. Mr Wakeford is the Chairman of the Exco. The Board delegates the Exco certain discretionary limits and authority for business
development, investment/divestment activities, capital expenditure, fnance/treasury, budgeting and human resource management,
drawing up the Group’s annual budget and business plan for the Board’s approval, supervising the implementation of business strategies
as approved in the annual budget and business plan, implementing appropriate systems of internal accounting and other controls,
instituting a risk management framework and monitoring for compliance, adopting suitably competitive human resource practices and
compensation policies, and ensuring that the Group operates within budget.
Chairman and Chief Executive Offcer
The roles of the Chairman and Chief Executive Offcer (“CEO” ) are separate persons with their own areas of responsibilities and
accountabilities to ensure an appropriate balance of power and independency. The offce of the Chairman of the Company is assumed by
Mr Edward Lee, who is the Lead Independent Director. He is also a Non-Executive Director and is not related to the CEO or other members
of the senior management team. As the Chairman, Mr Edward Lee bears responsibility for the working of the Board and reviewing the
effectiveness of the governance process of the Board. The Chairman works closely with the CEO on matters to be tabled at meetings
as well as in ensuring that Board members receive accurate and timely information. The Chairman plays an important role in fostering
constructive dialogue between shareholders, the Board and management at the AGM and other shareholder meetings.
The offce of CEO is assumed by Mr Mark Wakeford. As the CEO, Mr Wakeford’s responsibilities include the charting and reviewing of
corporate directions and strategies, which cover areas of marketing and strategic alliances. He is responsible for providing the Company
with strong leadership and vision. The CEO and the Exco are responsible for day-to-day operation and management of the business, and
will be accountable to the Board for the decisions and actions taken as well as for the performance of the Group.
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