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FRENCKEN GROUP LIMITED
ANNUAL REPORT 2014
CORPORATE GOVERNANCE STATEMENT
The Board of Directors (the “Board”) and Management of Frencken Group Limited (the “Company”) are committed to
maintain high standards of corporate governance in order to protect and enhance the interest of shareholders value. It
strongly supports the principles of transparency, accountability and integrity as set out in the Code of Corporate Governance
2012 (the “Code”).
The Board and Management have taken steps to align the governance framework with the recommendations of the Code,
where applicable, and where there are deviations from the Code, appropriate explanations are provided.
This report discusses the Company’s corporate governance framework and practices in place for the financial year ended
31 December 2014.
BOARD MATTERS
Principle 1 Every company should be headed by an effective Board to lead and control the company. The
Board is collectively responsible for the long-term success of the company. The Board works with
Management to achieve this objective and the Management remains accountable to the Board.
The Board's Conduct of Affairs
The Board has the responsibility for the overall management of the Group. It establishes the corporate strategies of the
Group, sets direction and goals for the executive management. It supervises the executive management and monitors
performance of these goals to enhance shareholders' value. The Board is responsible for the overall corporate governance
of the Group.
Board Composition
The Board comprises eight (8) Directors of whom three (3) are Executive Directors, two (2) Non-Executive Non-Independent
Directors and three (3) Independent Directors. The Directors of the Company as at the date of this statement are:
Tan Sri Larry Low Hock Peng
(Non-Executive Non-Independent Chairman)
Gooi Soon Hock
(Executive Director) (demised on 30 December 2014)
Hendrik Gezinus Tappel
(Executive Director)
Tan Lai Heng
(Executive Director)
Sim Mong Huat
(Executive Director)
Dato’ Gooi Soon Chai
(Non-Executive Non-Independent Director) (appointed on 10 February 2015)
Chia Chor Leong
(Independent Director)
Ling Yong Wah
(Lead Independent Director)
Yeo Jeu Nam
(Independent Director)
The current size of the Board is appropriate for the facilitation of decision making. The Board will continue to review the size
of the Board on an ongoing basis. The Directors are of diversified background and collectively bring with them a wide range
of experience such as accounting and finance, legal, strategic planning, business and management experience. In particular,
the Executive Director possesses good industry knowledge while the Non-Executive Directors, who are professionals and
experts in their own fields, are able to take a broader view of the Group’s activities, contribute their valuable experiences
and provide independent judgement during Board deliberations.
The Directors receive regular updates on relevant changes in laws and regulations including code of Corporate Governance
and financial reporting standards from the Company’s relevant advisors. Newly appointed Directors will receive appropriate
training including familiarisation with the Group’s business, governance practices and relevant statutory and regulatory
compliance issues.
The profile of the Directors are found on pages 15 to 20 of this Annual Report.
