FRENCKEN GROUP LIMITED
ANNUAL REPORT 2015
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 Employee Share Option Scheme (“ESOS”) Committee was 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 Constitution 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 2015 and the
attendance of each Director, where relevant, are as follows:
Board
Audit
Committee
Nominating
Committee
Remuneration
Committee
Number of meetings
5
5
1
1
Tan Sri Larry Low Hock Peng
5
N/A
0
0
Hendrik Gezinus Tappel
5
N/A
N/A
N/A
Tan Lai Heng
4
N/A
N/A
N/A
Sim Mong Huat
4
N/A
N/A
N/A
Chia Chor Leong
5
5
1
1
Ling Yong Wah
5
5
1
N/A
Yeo Jeu Nam
5
5
N/A
1
Dato’ Gooi Soon Chai
3
N/A
N/A
N/A
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.
