For the year under review, the NC has ascertained and is satisfied with the independence of
the Company’s independent directors.
Mr Andre Yeap Poh Leong has served on the Board for more than 10 years while Mr Christopher
Chong Meng Tak served more than 9 years from the date of their first election. The Board
recognises the valuable contribution of its independent directors who over time have developed
in-depth knowledge of the Group’s businesses and operations. The independent directors do
not exercise management functions in the Group, they ensure that key issues and decisions
made are constructively challenged and thoroughly reviewed and monitor the performance of
management in meeting agreed goals and objectives. For this reason, the Board has not set a
fixed term of office for each of its independent directors as the Board believes that their tenure
would not materially interfere with their ability to exercise independent judgment and act in
the best interests of the Group and its shareholders. Having said this, the NC pays special
attention to directors whose terms exceed 9 years to determine if there is any impairment with
respect to their independence and if no rotation occurs will the Board and the Company suffer
from the lack of renewal.
All directors are required to declare their Board representations. With the exception of Mr Tan
Sek Khee and Mr Christopher Chong Meng Tak who respectively holds two and four concurrent
directorships in other companies that have a primary listing on SGX-ST, the remaining five
directors hold not more than two concurrent directorships in other listed companies in SGX-ST.
For the year under review, the NC is satisfied that Mr Tan Sek Khee and Mr Christopher Chong
Meng Tak, notwithstanding their multiple board appointments, have given adequate time and
attention to the affairs of the Group to discharge their duties as director of the Company
through their attendance at meetings of the Board and Board Committees.
Pursuant to Article 91 of the Company’s Articles of Association, every director (other than
the Managing or Joint Managing Director) shall retire from office once every three years and
for this purpose, one-third of the Board are to retire from office by rotation and be subject to
re-election at the Company’s annual general meeting (“AGM”). In addition, Article 97 of the
Company’s Articles of Association provides that a newly appointed director must retire and
submit himself for re-election at the next AGM following his appointment. Thereafter, he is
subject to re-election at least once in every three years.
At the forthcoming AGM, Mr Ang Kok Eng and Mr Andre Yeap Poh Leong will be retiring by
rotation pursuant to Article 91 of the Company’s Articles of Association. Both of them, being
eligible for re-election, has offered themselves for re-election.
BothMr Chong andMr Tan do not have any relationship including immediate family relationship
with the Directors, the Company or its 10% shareholders while Mr Ang and the other Executive
Directors are brothers and is deemed to have an interest in the shares held by the other.
CORPORATE GOVERNANCE
REPORT
ASL Marine Holdings Ltd. /Annual Report 2015
31
