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bh global marine LIMITED
ANNUAL REPORT 2012
CORPORATE GOVERNANCE REPORT
(CONT’D)
Principle 2: Board Composition and Guidance
The Board currently comprises six (6) Directors of whom three (3) are non-executive
and independent Directors. The Board is supported by various board committees,
namely, the NC, AC, RC and RMC whose functions are described below. The Board
has been able to exercise objective judgment independently from Management and no
individual or small group of individuals dominate the decisions of the Board.
Guideline 2.1 of the Code: One-third of
directors to be independent
The Board is of the opinion that, given the scope and nature of the Group’s operations,
the present size of the Board is appropriate for effective decision making. The Board
is made up of Directors who are qualifed and experienced in various felds including
business and management, accounting and fnance, engineering and industry, and
law. The profles of each of the Directors are provided in Pages 22 and 23 of this Annual
Report. Accordingly, the current Board comprises persons who as a group, have core
competencies necessary to lead and oversee the Company.
Guideline 2.3 and 2.4 of the Code:
Board to determine its appropriate
size and comprise directors with core
competencies
The non-executive Directors are also involved in reviewing the corporate strategies,
business operations and practices of the Group, as well as reviewing and monitoring
the performance of Management in achieving agreed goals and objectives. The non-
executive Directors do confer whenever necessary to discuss issues without the
presence of Managament.
Guideline 2.5 and 2.6 of the Code:
Role of NEDs and regular meetings
of NEDs.
As at 31 December 2012, the Board comprises the following members:
Name of Director
Position
held on the
Board
Date of frst
appointment
to the Board
Date of last
re-election
as Director
Nature of
appointment
Alvin Lim Hwee Hong Chairman 23.04.2004 10.03.2010 Executive/Non-
independent
Vincent Lim Hui Eng Director
23.04.2004 30.03.2011 Executive/Non-
independent
Patrick Lim Hui Peng Director
23.04.2004 24.04.2012 Executive/Non-
Independent
Loh Weng Whye
Director
03.08.2005 24.04.2012 Non-executive/
Independent
David Chia Tian Bin Director
03.08.2005 10.03.2010 Non-executive/
Independent
Winston
Kwek Choon Lin
Director
03.08.2005 30.03.2011 Non-executive/
Independent
Principle 3: Chairman and Chief Executive Offcer
Mr Alvin Lim Hwee Hong is the Executive Chairman of the Board and Mr Vincent Lim
Hui Eng is the Chief Executive Offcer of the Company, effective since January 2008.
Mr Alvin Lim Hwee Hong and Mr Vincent Lim Hui Eng are siblings.
Guideline 3.1 of the Code: Chairman
and CEO should be separate persons
The roles of the Executive Chairman and Chief Executive Offcer are separate and
their responsibilities are clearly defned to ensure a check and balance of power and
authority.
The Executive Chairman will, amongst other responsibilities, lead the Board, ensure
effective communication with shareholders, encourage constructive relationship
between the Board and Management, as well as between Board members, and
promote high standards of corporate governance. The Chief Executive Offcer manages
the business of the Company and implements the Board’s decisions.
Guideline 3.2 of the Code: Chairman’s
role
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