Board Composition and Guidance
Principle 2: There should be a strong and independent element on the Board, which
is able to exercise objective judgment on corporate affairs independently,
in particular, from management and 10% shareholders. No individual or
small group of individuals should be allowed to dominate the Board’s
decision making.
The Board comprises seven directors, three of whom are independent directors. The
independent directorsmake upmore than one-third of the Board thus providing an independent
element on the Board capable of exercising independent judgment on corporate affairs of the
Group and provide management with a diverse and objective perspective to enable balanced
and well-considered decisions to be made. The NC determines, on an annual basis, the
independence of each independent director based on the guidelines provided in the Code as
one who has no relationship with any of the substantial shareholders of the Company, 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 in the conduct
of the Company’s affairs.
The Board considers the current Board size and composition appropriate for the nature
and scope of the Group’s operations. The Board will continue to review its Board size and
composition taking into consideration recommendations of the Corporate Governance Council
as and when announced.
Among the directors are business leaders, financial and legal professionals who possess the
relevant expertise and skill sets for effective decision-making. One of our independent directors
whilst never having held an executive position with a ship builder and ship repairer, has over
20 years’ experience analysing, reviewing and advising companies in such businesses. The
profiles of the directors are set out on pages 21 to 23 of this Annual Report. The combined
business, management, finance, strategic planning and professional experience, knowledge
and expertise of the directors provide the necessary core competencies for the Board to
effectively lead and manage the Group’s businesses and operations.
The independent directors participate actively during Board meetings. In addition to providing
constructive advice to management on pertinent issues affecting the affairs and business of
the Group, they also review management’s performance in meeting goals and objectives of
the Group’s business segments. The Company has benefited from management’s access to its
directors for guidance and exchange of views both within and outside of the meetings of the
Board and Board Committees. The independent directors communicate amongst themselves
and with the Company’s auditors and senior managers. The Company co-ordinates informal
meetings for independent directors to meet without the presence of the executive directors
and/or management, where necessary.
CORPORATE GOVERNANCE
REPORT
ASL Marine Holdings Ltd. /Annual Report 2015
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