54
CORPORATE GOVERNANCE REPORT
HOTEL ROYAL
̛Ө
ROYAL MEMORIES
The attendance of directors at these meetings in FY2015 is shown below:
Director
Board
Meeting
Board Committee Meetings
Non-Executive
Directors’ Meeting
(without presence of
Management)
AGM
Audit &
Risk
Nominating Remuneration
Dr Lee Keng Thon
5
-
-
-
-
1
COL (Ret) Rodney
How Seen Shing
5
5
1
1
1
1
Professor Pang Eng Fong
5
5
1
1
1
1
Dr Tan Kim Song
(a)
4
5*
1*
1
1
1
Lee Khin Tien
4
4
1
0
-
1
Lee Kin Hong
5
-
-
-
-
1
No. of Meeting Held in 2015
5
5
1
1
1
1
(a) Dr Tan Kim Song was appointed to the Board on 2 March 2015 and as member of Audit and Risk Committee on 25
April 2015. His attendance at the meetings of ARC on 25 April 2015 and NC on 26 February 2015 were by invitation.
1.2 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 Size:
The Board believes that it should generally have at least 6 members and not more than 9 directors.
This range permits a good mix of expertise and experience without hindering effective deliberation.
Board Independence:
The Board, taking into account the NC’s view, assesses the independence of each
director (with special attention given to directors who has served for more than 9 years) in accordance with the
Code on an annual basis.
A director who has no relationship with the Group or its officers that could interfere, or be reasonably perceived
to interfere, with the exercise of business judgement in the Company’s best interest, is considered to be
independent. In line with the guidance of the Code, the Board also takes into account the existence such
relationships or circumstances, if any, including the employment of a director, or an immediate family member,
by the Company or any of its related companies during the financial year in review or any of the previous three
financial years; the acceptance by a director, or an immediate family member, of any significant compensation
from service to the Board; and a director being related to any organisation from which the Company or any
of its subsidiaries received significant payment or material services during the financial year in review or the
previous financial year.
*
10% shareholder refers to a person who has an interest or interests in one or more voting shares in the Company
and the total vote attached to that share, or those shares, is not less than 10% of the total votes attached to all the
voting shares in the Company. Voting shares exclude treasury shares.
