The Board has appointed Mr Christopher Chong Meng Tak as the lead
independent non-executive director to coordinate the activities of the
independent directors and act as principal liaison between the independent
directors and the CEO and Deputy Managing Director on sensitive Board
issues. Mr. Christopher Chong Meng Tak is familiar with the offshore and
construction industries. Mr. Andre Yeap Poh Leong is familiar with contracts
and legal conflicts in relations to offshore and maritime business. To empower
the Lead Independent Director and the Independent Directors, the Board and
the Company pays for advisors appointed by and solely responsible to the
Lead Independent Director or the Independent Directors. These may include
legal, accounting, finance, treasury or persons familiar with the industry. This
is a right the Independent Directors have availed themselves to from time-to-
time. The lead independent director is also available to shareholders where they
have concerns, for which contact through the normal channels of the executive
Chairman and Managing Director has failed to resolve or for which such contact
is inappropriate.
All major decisions made by the Board are subject to majority approval of the
Board and are reviewed by the Board Committees, whose members comprise
only independent directors of the Company. Mr Ang Kok Tian’s performance
and remuneration are reviewed by the NC and RC respectively, whose
members comprise only independent directors of the Company. The Board
believes that there are adequate safeguards in place to ensure an appropriate
balance of power and authority within the spirit of good corporate governance.
The independent directors, led by the lead independent director, meet without
the presence of the other directors where necessary, and the lead independent
director will provide feedback to the Chairman after such meetings.
Board Membership
Principle 4: There should be a formal and transparent process for the
appointment and re-appointment of directors to the Board.
The Board established the NC in March 2003 which currently consists of three
independent directors, namely, Mr Andre Yeap Poh Leong, Mr Christopher
Chong Meng Tak and Mr Tan Sek Khee. Mr Andre Yeap Poh Leong is the
Chairman of the NC and he is not associated in any way with the substantial
shareholders of the Company.
The operations of the NC are regulated by its terms of reference, which were
approved and are subject to periodic review by the Board. The functions of
the NC include making recommendations to the Board on all appointments
and re-appointments/re-elections of directors taking into consideration the
mix of expertise, skills and attributes of the directors for meeting the business
and governance needs of the Group. The NC is also tasked to assess the
independence of the directors annually.
Governance
Disclosure Guide
ASL Marine Holdings Ltd.
Annual Report 2016
31
