Megachem Limited Annual Report 2015 45 2.1 The Board currently comprises six directors of whom three are independent non-executive directors. As independent non-executive directors make up half of the Board, the Board is able to exercise objective judgment independently from management and no individual or small group of individuals dominate the decisions of the Board. Each independent director is required to complete a Director’s Independence Form annually to confirm his independence. 2.2 As the Chairman of the Board and the Chief Executive Officer/Managing Director of the Group is the same person and is also part of the management, half of the Board is now made up of independent directors. 2.3 The Board of Directors currently comprises: Mr Sidney Chew Choon Tee (Chairman and Managing Director) Mr Jeffrey Tan Bock Chia (Executive Director) Mr Chan Kam Loon (Lead Independent and Non-executive Director) Mr Lee Bon Leong (Independent and Non-executive Director) Dr Tay Kin Bee (Independent and Non-executive Director) Mr Atsushi Saito (Non-executive Director) After taking into account the views of the Nominating Committee, the Board is satisfied that each independent director is independent in character and judgement and that there are no relationships or circumstances which are likely to affect, or could affect, the director’s judgement. 2.4 Independent director, Mr Lee Bon Leong, has served the Board since September 2003. Even though he served for more than 9 years, the Nominating Committee and the Board is satisfied that he has during this tenure acted independently in the interest of Company. Mr Lee continues to demonstrate the essential characteristics of independence expected by the Board. Furthermore his legal expertise and in-depth knowledge of the Group’s business contributes greatly to the effectiveness of the Board. There is no existence of any relationship that could interfere with the exercise of the director’s independent business judgement. 2.5 The Board is of the opinion that, given the scope and nature of the Group’s operations, the present size of the Board is appropriate for effective decision making. 2.6 The Board is of the opinion that the current Board comprises of persons who as a group, have core competencies such as finance, accounting, legal, business and industry knowledge necessary to lead and manage the Company. The profile of each of the directors is disclosed in the Board of Directors section of this Annual Report. 2.7 The non-executive directors participate actively in developing strategy and in reviewing the performance of the Company. 2.8 Where necessary the independent directors may meet without the presence of the management of the Company. CHAIRMAN AND CHIEF EXECUTIVE OFFICER/MANAGING DIRECTOR Principle 3 There should be a clear division of responsibilities between the leadership of the Board and the executives responsible for managing the Company’s business. No one individual should represent a considerable concentration of power. 3.1 Mr Sidney Chew Choon Tee is currently the Executive Chairman of the Board and also the Managing Director of the Company. The Board is of the view that accountability and independence have not been compromised despite the Chairman and Managing Director being the same person. The Chairman and Managing Director have defined responsibilities which, during his tenure so far, have not conflicted with each other. Major business proposals are discussed at Board meetings before decisions are made. The Board believes there is sufficient element of independence and adequate safeguards against a concentration of power in one single person.
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