INDOFOOD AGRI RESOURCES LTD
ANNUAL REPORT 2015
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CHAIRMAN AND CHIEF EXECUTIVE OFFICER [PRINCIPLE 3]
The roles of the Chairman and Chief Executive Officer (“
CEO
”) are held by separate persons, each with his own area of
responsibilities and accountabilities, to ensure an appropriate balance of power and independence.
The office of the Chairman is assumed by Mr Edward Lee, who is also the Lead Independent Director. He is a Non-Executive
Director and is unrelated to the CEO or other members of the Management. As the Chairman, Mr Edward Lee bears the
responsibility for the proper function of the Board and the effectiveness of its governance processes. The Chairman works
closely with the CEO on issues and decisions to be tabled at meetings, and in ensuring that Board members receive accurate
and timely information. The Chairman plays an important role in fostering constructive exchanges amongst the shareholders,
the Board and Management at the AGM and other shareholder meetings.
Mr Mark Julian Wakeford holds the office of the CEO. His responsibilities include charting and reviewing the corporate
directions and strategies, which cover the areas of marketing and strategic alliances, and providing the Company with strong
leadership and clear vision. The CEO, supported by the Exco, is responsible for the day-to-day operation and management of
the businesses. The CEO is accountable to the Board for all decisions, actions and performance of the Group.
BOARD MEMBERSHIP [PRINCIPLE 4]
The NC, chaired by Mr Edward Lee, with Messrs Lim Hock San, Tjhie Tje Fie and Hendra Susanto as members, meets at least
once a year to carry out the following duties and functions:
•
review the Board succession plans for Directors and Management;
•
recommend to the Board all board appointments and re-nomination of Directors in consideration of their respective
contribution and performance;
•
ensure all Directors submit themselves for re-nomination and re-election at regular intervals and at least once every
three years;
•
determine annually whether a Director is independent, according to the 2012 Code;
•
assess the ability of a Director to adequately carry out his duties especially when he has multiple board representations;
•
decide on the evaluation criteria for the Board’s performance; and
•
review the professional training and development programmes for the Board.
Process of Appointing New Directors and Re-nomination of Directors
The NC has the following process of selecting and appointing new Directors when the need arises:
•
review annually the size of the Board and determine that the composition of the Board has a balance and diversity of
skills, experience and knowledge;
•
leverage external help from sources such as recruitment firms to identify potential candidates and in consultation with
the controlling shareholders and Management;
•
assess the suitability of the potential candidates, and consult with the Board and Management to determine the
selection criteria. The considerations include, among others, integrity, diversity of core competencies, knowledge and
experience, and the ability to devote time and effort to carry out the role and duties independently and effectively; and
•
recommend the best candidate to the Board for approval.
The NC is also responsible for the re-nomination of Directors, taking into consideration factors such as attendance,
preparedness, participation and candour. Pursuant to the Company’s Constitution, at each AGM, at least one-third of the
Directors shall retire from office by rotation. Existing Directors shall submit themselves for re-nomination and re-election at
least once every three years, unless the member is disqualified from holding office. Newly appointed Directors shall submit
themselves for re-election at the AGM immediately following the appointment.
Annual Assessment of Director’s Independence
All the Independent Directors, Messrs Edward Lee, Lim Hock San, Goh Kian Chee and Hendra Susanto have been with the
Board for more than nine years.
The NC will determine annually – after taking into account the Directors’ declaration of their independence based on guidelines
provided in the 2012 Code, amongst others – whether a Director has business relationships with the Company or any of its
related companies that could impair independent judgement. Based on the NC’s assessment, the Board is of the view that the
four Independent Directors have exercised independent judgement in the best interests of the Company, and have contributed
positively towards Board discussions in discharging their duties as Independent Directors. Accordingly, four out of the nine
Directors are considered to be independent.
