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bh global marine LIMITEDANNUAL REPORT 2012
CORPORATE GOVERNANCE REPORT (CONT’D)
In view of the sibling relationship between the Executive Chairman and the Chief
Executive Offcer, the Board has appointed Mr Loh Weng Whye as the Lead
Independent Director since February 2007. Non-executive and independent Directors
comprise half of the directors on the Board.
Guideline 3.3 of the Code: Appointment
of LID where Chairman and CEO are
related by close family ties
Principle 4: Board Membership
Principle 5: Board Performance
The NC comprises the following Directors:-
Mr Winston Kwek Choon Lin (Chairman)
Mr Loh Weng Whye (Member)
Mr Vincent Lim Hui Eng (Member)
Save for Mr Vincent Lim Hui Eng, the other members of the NC are non-executive and
independent Directors. Mr Loh Weng Whye is our lead independent director.
Guideline 4.1 of the Code: NC to
comprise at least three directors,
majority of whom are independent,
including the Chairman. The lead
independent director should be a
member.
The NC makes recommendations to the Board on all board appointments. It is
responsible for re-nomination of directors at regular intervals taking into consideration
the Directors’ contribution and performance at Board meetings, including attendance,
preparedness and participation.
Guideline 4.2 of the code: NC to make
recommendations to the Board.
The independence of each Director has been reviewed annually by the NC based on
the Code’s defnition of what constitutes an independent director. Based on this review,
the NC has confrmed the independence of the Directors concerned.
Guideline 4.3 of the Code: NC to
determine directors’ independence
annually
The NC is also of the view that the Directors are able to and have adequately carried
out their duties as Directors of the Company. As Board meetings are planned and
scheduled well in advance of the meeting dates, Directors have been able to attend
almost all of the Board and Committee meetings.
Guideline 4.4 of the code: NC to decide
if a director is able to and has been
adequately carrying out his duties as a
director.
The Board does not encourage approving the appointment of alternate directors
except in exceptional cases. If an alternate director is appointed, the alternate director
should be familiar with the Group’s affairs and be appropriately qualifed.
Pursuant to the Articles of Association of the Company:
(a) one third of the Directors shall retire from offce at the Annual General Meeting;
(b) Directors appointed during the course of the year will submit themselves for re-
election at the next Annual General Meeting of the Company; and
(c) the Chief Executive Offcer shall be subjected to retirement and re-election by
shareholders.
The NC has adopted guidelines for annual assessment of the effectiveness of the
Board as a whole and of the contribution of each individual director to the effectiveness
of the Board and has performed the necessary assessment for the fnancial year.
Principle 6: Access to Information
With few exceptions, the Board is provided with adequate and timely information prior
to Board meetings and on an on-going basis and Board papers are distributed in
advance of each meeting to Directors. The Company circulates copies of the minutes
of the meetings of all board committees to all members of the Board to keep them
informed of on-going developments within the Group.
Guideline 6.1 and 6.2 of the Code:
Management obliged to provide Board
with adequate and timely information
and include background and
explanatory information