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FRENCKEN GROUP LIMITED
ANNUAL REPORT 2014
CHAIRMAN AND CHIEF EXECUTIVE OFFICER (CONT'D)
Principle 3 (Cont'd)
The Board subscribes to the principles set in the Code on the separation of roles of the Chairman and the President.
The Chairman bears responsibility for the conduct of the Board and is also a member of the Remuneration and Nominating
Committees. The President bears executive responsibility for the Company’s business.
The Chairman ensures that the board meetings are held when necessary and sets the board meeting agenda in consultation
with the President. The Chairman reviews the board papers together with the President, prior to presenting them to the
Board. The Chairman and the President ensure that Board members are provided with complete, adequate and timely
information on a regular basis to enable them to be fully cognisant of the affairs of the Group.
Lead Independent Director, Mr Ling Yong Wah, is available to shareholders should they have concerns for which contact
through the Chairman is inappropriate.
On 26 January 2015, Tan Sri Larry Low Hock Peng, Non-Executive Chairman, has been appointed as interim President of the
Group and a Select Committee (the “Committee”), has been formed, led by Tan Sri Low, to identify and shortlist suitable
candidates to serve as President of the Group. Besides Tan Sri Low, the Committee comprises Dato’ Gooi Soon Chai, Mr
David Chin Yean Choon and Mr Sebastiaan Johannes (Jack) van Sprang.
BOARD MEMBERSHIP
Principle 4 There should be a formal and transparent process for the appointment and re-appointment of
directors to the Board.
All Nominating Committee members are Non-Executive, majority of whom are independent of management. The Nominating
Committee comprises the following members:
Chia Chor Leong
(Chairman & Independent Director)
Ling Yong Wah
(Lead Independent Director)
Tan Sri Larry Low Hock Peng (Non-Executive Non-Independent Director)
The Chairman of the Nominating Committee is not, and is not directly associated with, a substantial shareholder.
The Nominating Committee under its term of reference is responsible for the following:
(a) to make recommendations to the Board on all board appointments, including re-nominations, having regard, to the
Director’s contribution and performance (e.g. attendance, preparedness, participation and candour) including, if
applicable, as an Independent Director;
(b) to determine annually whether or not a Director is independent, and makes the appropriate disclosures;
(c) to decide whether or not a Director who has multiple board representations on various companies, is able to and has
been adequately carrying out his/her duties as Director, having regard to the competing time commitments that are
faced when serving on multiple boards; and
(d) to decide how and by whom the Board’s performance may be evaluated and propose objective performance criteria,
as approved by the Board that allows comparison with its industry peers, and address how the Board has enhanced
long term shareholders’ value.
None of the Directors are appointed for any fixed term. In accordance with the Company’s Articles of Association, one-
third (1/3) of the Directors are required to retire at every Annual General Meeting of the Company and all Directors are
required to retire from office at least once every three (3) years, and such Directors will be eligible for re-election at the
meeting at which he retires. The Nominating Committee has recommended the nominations of Mr Chia Chor Leong, Mr
Sim Mong Huat and Dato’ Gooi Soon Chai retiring at this forthcoming Annual General Meeting for re-election, which has
been accepted by the Board.
CORPORATE GOVERNANCE STATEMENT
(CONT’D)
