Cosco Corporation (Singapore) Limited - Annual Report 2014 - page 37

35
Annual Report 2014
BOARD COMPOSITION AND GUIDANCE
Principle 2
The Board has nine (9) members: two (2) Executive Directors, three (3) Non-Executive Directors and four (4) Non-
Executive Independent Directors. No individual or group of individuals dominates the Board’s decision-making.
Collectively, the Non-Executive Directors and Non-Executive Independent Directors bring a wide range of experience
and expertise as they all currently occupy or have occupied senior positions in industry and public life, and as such,
each contributes significant weight to Board decisions. None of the Non-Executive Independent Directors has any
relationship with the Company, its related companies or its officers that could interfere, or be reasonably perceived
to interfere, with the exercise of the director’s independent business judgment with a view to the best interests of the
Company.
The Board believes that there is a strong and independent element on the Board and allows the Board to exercise
objective judgment on corporate affairs independently from Management and 10% shareholders.
It is also noted that the independent directors must make up at least half of the Board where the Chairman is not an
independent director pursuant to Guideline 2.2 of the CG Code 2012. However, this requirement is not applicable to
the Company until its financial year commencing 1 January 2017.
The Board of COSCO Corporation comprises the following members:
Li Yun Peng
Chairman and Non-Independent and Non-Executive Director
Wu Zi Heng
Vice Chairman, President and Non-Independent Executive Director
Liu Lian An
Non-Independent and Executive Director
Liang Yan Feng
Non-Independent and Non-Executive Director
Ma Zhi Hong
Non-Independent and Non-Executive Director
Tom Yee Lat Shing
Non-Executive Lead Independent Director
Wang Kai Yuen
Non-Executive Independent Director
Er Kwong Wah
Non-Executive Independent Director
Ang Swee Tian
Non-Executive Independent Director
The Directors’ profiles are set out on pages 52 to 56 of this Annual Report.
Board assesses the effectiveness of the Board as a whole and the contribution by each Director to the effectiveness of
the Board annually. It is of the view that the current size of the Board is appropriate and will facilitate effective decision
making. The Board, collectively, possess an appropriate balance and diversity of skills, experience and knowledge of
the Company, which provide core competencies such as accounting or finance, business or management experience,
industry knowledge, strategic planning experience and customer-based experience and knowledge.
Rigorous reviews have been carried out by the Board to assess the independent status of Mr Tom Yee Lat Shing (who
was appointed on 16 November 1993), Dr Wang Kai Yuen (who was appointed on 2 May 2001) and Mr Er Kwong
Wah (who was appointed on 20 December 2002), who have served on the Board beyond nine years. All of them are
considered independent in accordance with the Guideline 2.3 of the CG Code 2012.
The Board will continue reviewing the size and composition of the Board and the independent status of its directors on
an ongoing basis.
Directors are provided with regular updates on relevant new laws and regulations, and evolving commercial risks and
business conditions from the Company’s relevant advisors. Newly appointed directors would receive a formal letter
setting out the director’s duties and obligations and receive comprehensive and tailored induction and training in areas
such as accounting, legal and industry-specific knowledge on joining the Board. Annual visits are arranged for Non-
Executive Independent Directors to acquaint them with important operations overseas.
STRATEGIC DEVELOPMENT COMMITTEE
The Strategic Development Committee (“SDC”) comprises the following directors, majority of whom is independent
directors:
Wu Zi Heng (Chairman)
Non-Independent Executive
Li Yun Peng
Non-Independent and Non-Executive
Tom Yee Lat Shing
Non-Executive Lead Independent
Wang Kai Yuen
Non-Executive Independent
Er Kwong Wah
Non-Executive Independent
Ang Swee Tian
Non-Executive Independent
Corporate Governance and Transparency
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