56
CORPORATE GOVERNANCE REPORT
HOTEL ROYAL
̛Ө
ROYAL MEMORIES
Board Composition:
The current composition of the Board is as follows:-
Director
Board Membership
Committee Membership
Audit
and Risk
Nominating Remuneration
Dr Lee Keng Thon
Non-Executive Group Chairman
COL (Ret) Rodney
How Seen Shing
Lead Independent Non-Executive
Director
Member
Chairman Member
Professor Pang Eng Fong Independent Non-Executive Director
Chairman Member
Member
Dr Tan Kim Song
Independent Non-Executive Director
Member
Member
Chairman
Lee Khin Tien
Non-Executive Director
Member
Member
Member
Lee Kin Hong
Non-Executive Director
Limit on Other Directorships in Listed Entities:
Other than directorships in the Company, none of the directors hold
directorships in other listed company during the current and preceding three years. The Board is of the view that
a director should hold no more than four directorships in listed entities for a director with full-time employment
and not more than six directorships in listed entities for a director with no full-time employment.
The profile of the directors and other relevant information are set out under the Board of Directors on pages 20
and 21.
The shareholdings of the individual directors of the Company are set on page 76 of this Annual Report. None of
the directors hold shares in the Company’s subsidiaries.
Role of the Lead Independent Director:
The independent element was further strengthened by the appointment
of a Lead Independent Director. COL (Ret) Rodney How Seen Shing, who is the Lead Independent Non-Executive
Director, is available to shareholders with concerns which they cannot resolve through the normal channels of
the Chairman, the CEO or the Group Accounts Controller.
Non-Executive Directors’ Meetings:
The independent directors met among themselves without the presence
of the non-independent directors and management at least once a year. They provided feedback to the
Chairman after such meeting.
1.3 Chairman and Chief Executive Officer
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.
Relationship Between Chairman and CEO:
The Non-Executive Chairman and the Chief Executive Officer
(“CEO”) are two separate persons who are related. The CEO, Mr Lee Chou Hock, who is not a Board member,
is the nephew of the Non-Executive Chairman, Dr Lee Keng Thon.
