INDOFOOD AGRI RESOURCES LTD
ANNUAL REPORT 2015
51.
The Company has adopted internal guidelines, which set out all matters requiring the Board’s approval as specified under the
SGX-ST’s Listing Manual. These include new investments and divestment of existing businesses; annual operating plan and
strategic plan including planned capital expenditure; and all commitments to term loans, line of credits and credit supports
from banks and financial institutions.
All the Directors shall exercise independent judgement and make objective decisions that are in the best interest of the
Company. This is one of the performance criteria for the peer and assessment on the effectiveness of the Board. For the year
2015, all the Directors have discharged this duty.
Board Committees
In discharging its overall functions and responsibilities, the Board is assisted by the Executive Committee (“
Exco
”) and various
Board Committees including the Audit and Risk Management Committee (“
AC & RMC
”), the NC and the RC.
The Board Committees are actively engaged and play a key role in enhancing corporate governance, improving internal controls
and driving performance of the Group. Each of these Board Committees has clearly defined terms of reference, which set out
its duties, authority and accountabilities. The terms of reference are reviewed annually.
The Exco is chaired by Mr Mark Julian Wakeford, and comprises Messrs Tjhie Tje Fie, Moleonoto Tjang and Suaimi Suriady as
its members. The Board delegates the Exco certain discretionary limits and authority for business development, investment,
divestment, capital expenditure, finance, treasury, budgeting, human resource, and business planning. The Exco is entrusted
to execute the business strategies approved in the annual budget and business plan, implement the appropriate accounting
systems and other financial controls, put in place a robust risk management framework, monitor compliance to laws and
regulations, adopt competitive human resource practices and compensation policies, and ensure that the Group operates
within the approved budget.
Board and Board Committee Meetings
The dates of the Board, Board Committees and Annual General Meetings (AGM) are scheduled at the beginning of the year.
The Company’s Constitution provides for Board meetings to be conducted via telephone or any other forms of communication
facilities as well as decisions to be made by way of written resolutions. At each Board meeting, the Management will present
and update the Board on the business results and performance. The Board meets at least four times a year to deliberate the
strategic policies of the Group, including decisions on significant acquisitions and disposals, approval of annual budgets,
review of business performance and release of financial results.
The Directors’ attendance at the Board and Board Committee meetings held during the financial year ended 31 December 2015
is set out below:
Description
Board
AC & RMC
NC
RC
Number of meetings held in 2015
4
8
1
1
Name of director
Number of meetings attended
Lee Kwong Foo, Edward
4
–
1
–
Lim Hock San
3
7
1
1
Mark Julian Wakeford
4
–
–
–
Moleonoto Tjang
4
–
–
–
Suaimi Suriady
4
–
–
–
Tjhie Tje Fie
3
–
0
0
Axton Salim
3
–
–
–
Goh Kian Chee
4
8
–
1
Hendra Susanto
4
8
1
–
Chairman
“–” refers to not applicable
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