Board of Directors and Management

Our management reporting structure is set out below:

board3

Board of Directors (“Board”)

Mr S. Chandra Das
(Non-Executive Chairman and Independent Director)

Dr Ang Peng Tiam
(Executive Director and CEO)

Dr Khoo Kei Siong
(Executive Director and COO)

Mr Sitoh Yih Pin
(Independent Director)

Mr Dan Yock Hian
(Independent Director)

Mr Lim Jen Howe
(Non-Executive Director)

Mr Lim Teong Jin George
(Non-Executive Director)

Ms Leong Ching Ching
(Non-Executive Director)

Audit and Risk Committee (“ARC”)

Mr Sitoh Yih Pin (Chairman)

Mr Dan Yock Hian

Mr Lim Jen Howe

The ARC assists the Board in discharging its responsibility to safeguard the Group’s assets, maintain adequate accounting records and develop and maintain effective systems of internal control, with the overall objective of ensuring that management creates and maintains an effective control environment.

The ARC also provides a channel of communication between the Board, management, and the internal and external auditors on audit matters.

Where there is any suspected fraud or irregularity, or failure of internal controls or infringement of any Singapore law, rule or regulation which has or is likely to have a material impact on the Group’s operating results and/or financial position, the ARC has the explicit authority to commission and review the findings of the relevant internal investigations

The ARC meets, at a minimum, on a quarterly basis every year. The ARC meets periodically to perform the following functions:

  1. to review with the external auditors their audit plan, audit report, management letter and the management’s response;
  2. to review the quarterly financial results, half year and full year financial results announcements as well as annual financial statements on significant financial reporting issues and judgements before submission to the Board for approval;
  3. to review any announcements relating to the Company’s financial performance;
  4. to review annually the adequacy and effectiveness of the Company’s internal controls and risk management systems;
  5. to discuss problems and concerns, if any, arising from the interim and final audits, in consultation with the external auditors;
  6. to meet with the internal and external auditors without the presence of the management, at least annually, to discuss any problems and concerns they may have;
  7. to review the assistance given by the management to external auditors;
  8. to review and evaluate the assurance from the CEO and CFO on the financial records and financial statements of the Group;
  9. to review the adequacy, effectiveness, independence, scope and results of the Company’s internal audit function;
  10. to review annually the adequacy, effectiveness, scope and results of the external audit and its cost-effectiveness as well as the independence and objectivity of the external auditors;
  11. to review the policy and arrangements by which staff of the Group may, in confidence, raise concerns about possible improprieties in matters of financial reporting or other matters within its terms of reference and to lead in all queries as may be raised by the staff of the Group;
  12. to report to the Board its findings from time to time on matters arising and requiring the attention of the ARC;
  13. to review Interested Person Transactions falling within the scope of the Listing Manual;
  14. to undertake such other reviews and projects as may be requested by the Board; and
  15. to consider the appointment/re-appointment of external auditors, the audit fee and matters relating to the resignation or dismissal of auditors.

 

Nominating Committee (“NC”)

Mr S. Chandra Das (Chairman)

Mr Dan Yock Hian

Dr Ang Peng Tiam

The NC is responsible for:

  1. determining the process for search, nomination, selection and appointment of new Board members and assessing nominees or candidates for appointment and re-election to the Board;
  2. making recommendations to the Board on the nomination of retiring directors and those appointed during the year standing for re-election at the Company’s annual general meeting, having regard to the director’s contribution and performance and ensuring that all directors submit themselves for re-election at regular intervals;
  3. reviewing the Board structure, size and composition regularly and making recommendation to the Board, where appropriate;
  4. reviewing the Board succession plan for directors (in particular, the Chairman), CEO, COO and CFO;
  5. determining the independence of directors annually;
  6. developing a process for assessing and evaluating the effectiveness of the Board as a whole and the Board committees and the contribution of each individual director to an effective Board;
  7. deciding on how the Board’s performance may be evaluated and to propose objective performance criteria for the Board’s approval;
  8. reviewing training and professional development programmes for the Board; and
  9. determining whether or not a director is able to and has been adequately carrying out his/her duties as a director of the Company, particularly when he/she has multiple board representations.

 

Remuneration Committee (“RC”)

Mr S. Chandra Das (Chairman)

Mr Sitoh Yih Pin

Ms Leong Ching Ching

Our RC is responsible for:

  1. reviewing and recommending to the Board for endorsement, a framework of remuneration policies to determine the specific remuneration packages for each director and key management personnel, including, if any, employees related to the executive directors and controlling shareholders;
  2. reviewing and recommending the remuneration of the non-executive directors, taking into account factors such as their effort, time spent and their responsibilities; and
  3. reviewing and determining the contents of any service contracts for any directors or key management personnel