FRENCKEN GROUP LIMITED
ANNUAL REPORT 2014
22
CORPORATE GOVERNANCE STATEMENT
(CONT’D)
BOARD MATTERS (CONT'D)
Principle 1 (Cont'd)
Board Processes
To assist in the execution of its responsibilities, the Board has established an Audit Committee, Nominating Committee
and Remuneration Committee. All these three (3) committees are chaired by an Independent Director and consist mainly
of Non-Executive Directors, majority of whom are independent of management. These committees function within clearly
defined terms of references and operating procedures, which are reviewed on a regular basis. The effectiveness of each
committee is also constantly reviewed by the Board. In addition, an Executive Committee and an Employee Share Option
Scheme (“ESOS”) Committee were set up to support the Board and Remuneration Committee respectively.
The full Board meets quarterly and more often when required to address any specific significant matters that may arise.
The Company’s Articles of Association provides for Directors to participate in meetings of Directors by means of conference
telephone, video conferencing, audio visual, or other similar communication equipment by means of which all persons
participating in the meeting can hear each other, without a Director being in the physical presence of the other Directors.
The number of Board and Board Committee meetings held during the financial year ended 31 December 2014 and the
attendance of each Director, where relevant, are as follows:
Board
Audit
Committee
Nominating
Committee
Remuneration
Committee
Executive
Committee
Number of meetings
4
5
1
1
4
Tan Sri Larry Low Hock Peng
4
N/A
1
1
N/A
Gooi Soon Hock
(demised on 30 December 2014)
1
N/A
N/A
N/A
1
Hendrik Gezinus Tappel
4
N/A
N/A
N/A
4
Tan Lai Heng
4
N/A
N/A
N/A
N/A
Sim Mong Huat
4
N/A
N/A
N/A
4
Chia Chor Leong
4
5
1
1
N/A
Ling Yong Wah
2
2
-
N/A
N/A
Yeo Jeu Nam
4
5
N/A
1
N/A
Dato’ Gooi Soon Chai *
N/A
N/A
N/A
N/A
N/A
N/A: Not Applicable
* Dato’ Gooi Soon Chai was appointed as director on 10 February 2015
Matters Requiring Board Approval
The Board has identified a number of areas for which the Board has direct responsibility for decision making. Interested
Persons Transactions and the Group’s internal control procedures are also reviewed by the Board. Major investments and
funding decisions are approved by the Board.
The Board also meets to review and consider the following corporate matters:
• Performance of the business;
• Approval of quarterly, half yearly and year end result announcements and the release thereof;
• Approval of the annual reports and accounts;
• Convening of shareholder’s meetings;
• Approval of corporate strategies; and
• Material acquisitions and disposal of assets.
