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Board Membership
The NC is chaired by Mr Edward Lee, the Chairman of the Board and the Lead Independent Director, with Mr Lim Hock San, Mr Tjhie Tje
Fie and Mr Hendra Susanto as members. The NC will meet at least once a year or when necessary.
The NC terms and reference were adopted from the Code and include the following duties and functions:
1. make recommendations to the Board on all board appointments and re-nomination having regard to the Director’s contribution
and performance;
2. ensure that all Directors submit themselves for re-nomination and re-election at regular intervals and at least once in every
three years;
3. determine annually whether a Director is independent, guided by guidelines in the Revised Code;
4. decide if a Director is able and has adequately carried out his duties as a Director of the Company where he has multiple
board representations; and
5. decide how the Board’s performance may be evaluated and propose objective performance criteria.
Board Performance
Each year, the Directors are requested to complete appraisal forms to access the overall effectiveness of the Board. The assessment
criteria for the Board evaluation covers key areas such as Board composition and size, Board processes, Board and Board Committee
effectiveness, managing the Company’s performance, etc. The NC will assess and discuss the performance of the Board as a whole
and will ascertain key areas for improvement and requires follow-up actions. The results of the evaluation, including comments and
recommendations from the Board members, will be presented by the NC Chairman to the Board with a view to enhance the effectiveness
of the Board as a whole.
Access to Information
The Company Secretaries will circulate a calendar of scheduled Board and Board Committees meetings to the Directors at the beginning of
the calendar year. In addition, board papers and agenda are circulated to the Board in advance prior to each Board and Board Committee
meetings. This is to provide suffcient time for the Directors to review and consider the matters being tabled and/or considered so that
the meetings can be more productive and effective.
Senior members of the management are available to provide additional insights into matters being considered at the Board Meetings,
or by external consultants engaged on specifc projects. The Directors have separate and independent access to the Company’s senior
management and Company Secretaries.
The Company Secretaries attend the Board and Board Committee meetings to ensure that Board procedures are followed and applicable
rules and regulations are complied with.
Remuneration Matters
Procedures in Developing Remuneration Policies
The Remuneration Committee (“RC” ) of the Company is chaired by Mr Lim Hock San with Mr Tjhie Tje Fie and Mr Goh Kian Chee as
members. All the RC members are Non-Executive with Mr Lim Hock San and Mr Goh Kian Chee being Independent Directors.
The role of the RC is to review and approve the remuneration package and terms of employment of the Company’s Directors and key
executives. The RC will meet at least once a year or when necessary to deliberate on remuneration matters.
In its review and approval of the recommendations on remuneration policies and packages for the Company Directors, the RC will cover
all aspects of remuneration including but not limited to Directors’ fees, salaries, allowances, bonuses, share options and benefts-in-
kind. The RC’s recommendations will be submitted for endorsement by the entire Board. Payments of Directors’ fees are subject to
shareholders’ approval at the AGM.
RC members will abstain from deliberations in respect of their own remuneration and the RC is also empowered to review human resource
management policies of the Group.
Indofood Agri Resources Ltd. • Annual Report 2012 49