INDOFOOD AGRI RESOURCES LTD
ANNUAL REPORT 2015
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Annual Assessment of Director’s Commitment
For Directors with multiple board representations in other listed companies, the NC will consider whether the Director is able
to carry out his duties as a Director of the Company. The NC has reviewed the participation and contribution of the current
Directors, as well as the number of meetings attended by the Directors in 2015. The NC is satisfied that the Directors with
multiple board representations have been able to devote sufficient time to the affairs of the Company to adequately discharge
their duties as Directors and continue to provide objective views to the Board and Management. As such, the Board does not
stipulate a policy for the maximum number of listed company board representations a Director may hold.
BOARD PERFORMANCE [PRINCIPLE 5]
Evaluation of the Board
The Directors are requested to complete appraisal forms to assess the overall effectiveness of the Board annually. The
assessment criteria for the Board covers effectiveness in key areas such as governance, leadership and strategy, Boardmeeting
and decision-making, Board performance, development and training, control and risk management, and communication.
The NC will discuss the performance of the Board as a whole, ascertain key areas for improvement and recommend follow-up
actions. The results of the evaluation, including recommendations and feedback from the Board members, are presented by
the NC Chairman to the Board so as to enhance the effectiveness of the Board as a whole and ensure diversity of skill and
experience is maintained within the Board.
Based on the assessment criteria above, the Board is satisfied that its performance objectives have been met for 2015.
Evaluation of the Individual Director
The performance of Individual Directors are assessed annually. All the Directors of the Board are required to participate in
the evaluation by completing a peer assessment form. The primary objective of this is to gather constructive feedback on
each Director’s performance on the Board. Thereafter, the NC Chairman shall present a consolidated report to the Board for
discussion, with a view to improving the performance of the Board in order to enhance shareholders’ value.
ACCESS TO INFORMATION [PRINCIPLE 6]
The Company Secretaries attend and prepare minutes of the Board and Board Committee proceedings. They assist the
Chairman to ensure that Board procedures are followed and applicable rules and regulations are complied with. They also
assist the Chairman and the Board to implement and strengthen corporate governance practices.
The Company Secretaries circulate a schedule of Board and Board Committees’ meetings to the Directors at the beginning
of the calendar year. Board papers and related materials such as financial results, progress update on projects, budgets and
forecasts are circulated to the Board before each meeting with sufficient time for the Directors to consider the issues and
prepare themselves for productive and effective discussions.
Members of the Management, as well as external consultants on specific projects, are available to provide insights and address
queries or make formal presentation when necessary during Board meetings. The Directors have direct and independent
access to the Company’s Management and Company Secretaries and they are also informed on a regular basis as and when
there are significant developments or events relating to the Group.
The Directors may seek professional advice, either individually or as a group, in the furtherance of their duties. The cost of such
professional advices will be borne by the Company.
REMUNERATION MATTERS
PROCEDURES IN DEVELOPING REMUNERATON POLICIES [PRINCIPLE 7]
The RC is chaired by Mr Lim Hock San, with Messrs Tjhie Tje Fie and Goh Kian Chee as members. All the RC members are
Non-Executive Directors with Messrs Lim Hock San and Goh Kian Chee being Independent Directors.
The RC meets at least once a year to review and approve the remuneration package and terms of employment of the Company’s
Directors and Key Executives. The RC covers all aspects of remuneration including the Directors’ fees, salaries, allowances,
bonuses, share options and benefits-in-kind. RC members are refrained from deciding on their own remuneration.
