Megachem Limited Annual Report 2015 44 1.3 To assist the Board in the execution of its responsibilities, the Board has constituted various Board committees, namely the Audit Committee, Remuneration Committee, Nominating Committee and the Executive Committee. The role and function of each committee is described in subsequent sections in this report. While these committees are delegated with certain responsibilities, the ultimate responsibility for the final decision lies with the entire Board. 1.4 The Board conducts regular scheduled meetings on a quarterly basis. Ad-hoc meetings will be convened when circumstances require. The Company’s Articles of Association permits directors to attend meetings by way of telephonic and videoconference meetings. Details relating to the number of Board and committee meetings and the attendance of the directors are disclosed in this Report. 1.5 The Board has adopted a set of guidelines on matters that require its approval. Matters which are specially reserved for the Board’s approval include those involving business plans and budgets, investments, material acquisitions and disposals of assets, corporate or financial restructuring, corporate strategy, share issuances, dividends, and other returns to shareholders. 1.6 All newly appointed directors are given briefings by management on the history, business operations and corporate governance practices of the Group. The Company provides for the directors to attend seminars and training to enable them to keep pace with regulatory changes, where changes to regulations and accounting standards have a material bearing on the Company and to enable them to discharge their duties with due care and diligence. In FY2015, directors were briefed by our external auditors on transfer pricing guidelines issued by Inland Revenue Authority of Singapore as well as by management on key changes to the Company’s Act of Singapore. 1.7 All Board committees are constituted with clear Terms of Reference to assist the Board in discharging its functions and responsibilities. The Terms of Reference are provided to each newly-appointed director. BOARD COMPOSITION AND GUIDANCE Principle 2 There should be a strong and independent element on the Board, which is able to exercise objective judgement on corporate affairs independently, in particular, from management and 10% shareholders. No individual or small group of individuals should be allowed to dominate the Board’s decision making. Board Committees Name Designation Audit Committee Nominating Committee Remuneration Committee Executive Committee Mr Sidney Chew Choon Tee Chairman & Managing Director Member Chairman Mr Jeffrey Tan Bock Chia Executive Director Member Mr Chan Kam Loon Lead Independent Director Chairman Member Member Mr Lee Bon Leong Independent Director Member Chairman Member Dr Tay Kin Bee Independent Director Member Chairman Mr Atsushi Saito Non-executive Director Mr Francis Yau Thiam Hwa Chief Financial Officer Member Mr Chan Khai Leong Group General Manager Member Ms Kwok Hwee Peng Group Finance Manager & Company Secretary Member Corporate Governance Report
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