Annual report 2014
27
statement on
corporate governance
Code of Conduct and Whistle-Blowing Policy
The Board acknowledges and emphasises the importance for all Directors to embrace the highest standards of
corporate governance practices and ethical standards.
In view of this, the Board has formalised ethical standards and systems of compliance through the Company’s
code of conduct. These codes are aimed to emphasise the Company’s commitment to ethics and compliance
with applicable laws and regulations, use of confidential information and retention of records.
The Board has also established a Whistle-Blowing Policy that enables any employee of the Group to bring to the
attention of the Board on any concerns regarding integrity and misconduct. Procedures are also in place for
investigations and appropriate follow-up action.
Information for The Board
Adequate Board papers are provided to the Directors prior to the Board meeting to enable them to obtain
further explanations, where necessary. These reports provide information on the Group’s performance and
major operational, financial and corporate issues. The Board has unrestricted access to the Group Chief
Executive Officer (“CEO”), Group Chief Financial Officer (“CFO”) and Senior Management and all information
on the affairs of the Group. The Management is obliged to supply all relevant information relating to the business
and operations of the Group and governance matters at the request of the Board.
The Directors also have full and unrestricted access to the advice and services of Internal Audit Function, External
Auditors and Company Secretary. Members of the Board may collectively or individually consult advisers and,
where necessary, seek external and independent professional advice and assistance from experts in furtherance
of their duties.
Company Secretary for the Board
The Board is supported by the Company Secretary who facilitates overall compliance with the MMLR and
Companies Act, 1965 and other relevant laws and regulations. The Company Secretary attends all Board and
Board Committee meetings to ensure that meetings are properly convened, that accurate and proper records
of the proceedings and resolutions passed are taken and maintained accordingly.
Removal of Company Secretary, if any, is a matter for the Board to decide collectively.
STRENGTHEN COMPOSITION
BOARD COMPOSITION
During the financial year, the Board consisted of eight members, comprising three Executive Directors and
five Non-Executive Directors (of which three were independent, including the Chairman). Subsequent to the
financial year, a member of the board, Ms. Goh Kuan Ho has resigned from position as Independent Non-
Executive Director effective 3rd March 2015.
A brief profile of each Director is presented on pages 18 to 24 of this annual report.
Board Committees
The Board delegates certain responsibilities to the dedicated Committees of the Board. Both these committees,
which are the Audit and Risk Committee (“ARC”) and Nomination and Remuneration Committee (“NRC”),
comprise exclusively of non-executive directors. These committees operate within clearly defined terms of
reference and have the authority to examine particular issues and report their proceedings, deliberations and
where appropriate, make recommendations to the Board. On Board reserved matters, the Committees shall
deliberate and thereafter make their recommendations to the Board for its approval.
