The Independent and Non-Executive Directors confer regularly with the Executive Director and
Management to develop strategies for the Group, review the performance of Management, assess
remuneration and discuss corporate governance matters. The Group’s Independent and Non-Executive
Directors had held periodic conference calls and/or meetings without the presence of Management
during the financial year ended 31 December 2015.
The Board regularly examines its size and, with a view to determining the impact of its number upon
effectiveness, decides on what it considers an appropriate size for itself, taking into account the scope
and nature of the Company’s operations. The composition of the Board is reviewed on an annual basis
by the NC to ensure that the Board has the appropriate mix of expertise and experience to enable
Management to benefit from a diverse perspective in reviewing the issues that are brought before
the Board. The NC is of the view that the Board comprises Directors capable of exercising objective
judgement on the corporate affairs of the Company independently of Management and that no
individual or small group of individuals dominate the Board’s decision-making process.
Particulars of interests of Directors who held office at the end of this financial year in shares and
share options in the Company and in related corporations (other than wholly-owned subsidiaries) are
set out in the Directors’ Statement.
1.7
Independent Members of the Board of Directors
The Board has 2 Independent Directors, representing at least one-third of the Board: Mr Kesavan Nair
and Mr Ng Weng Sui Harry. The criteria for independence are based on the definition given in the
Code, which considers an Independent Director as one who has no relationship with the Company,
its related corporations, its 10% shareholders or its officers that could interfere, or be reasonably
perceived to interfere, with the exercise of the Director’s independent business judgement with a
view to the best interests of the Company. The independence of each Director is reviewed annually
by the NC.
1.8
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.
Mr Ching Chiat Kwong is the Non-Executive and Non-Independent Chairman, while Mr Foo Sey
Liang is the Executive Director. Mr Foo Sey Liang assumes the role similar to that of a Chief Executive
Officer and bears overall daily operational responsibility for the Group’s business. Mr Ching Chiat
Kwong and Mr Foo Sey Liang are not related to each other. There is a clear division of responsibilities
between Mr Ching Chiat Kwong and Mr Foo Sey Liang, which ensures there is a balance of power
and authority at the top of the Group.
21
HG METAL MANUFACTURING LIMITED
ANNUAL REPORT 2015
CORPORATE
GOVERNANCE
