FRENCKEN GROUP LIMITED
ANNUAL REPORT 2015
24
BOARD COMPOSITION AND GUIDANCE (CONT'D)
Principle 2
(Cont'd)
Policy on the independence of Independent Directors (Cont'd)
(e) does not have an immediate family member who is accepting any compensation from the Company or any of its
related corporations other than compensation for board service for the current or immediate past financial year;
(f) is not a 10% shareholder of or a partner in (with 10% or more stake), or an executive officer of, or a director of
any organisation to which the Company or any of its subsidiaries made, or from which the Company or any of its
subsidiaries received, significant payments or material services (in excess of an aggregate of S$200,000 per annum) in
the current or immediate past financial year;
(g) does not have an immediate family member who is a 10% shareholder of or a partner in (with 10% or more stake),
or an executive officer of, or a director of any organisation to which the Company or any of its subsidiaries made, or
from which the Company or any of its subsidiaries received, significant payments or material services (in excess of an
aggregate of S$200,000 per annum) in the current or immediate past financial year;
(h) does not have a relationship which would interfere or be reasonably perceived to interfere with the exercise of
independent judgment in carrying out the functions as an Independent Director of the Company;
(i)
is not a director who is a 10% shareholder or an immediate family member of a 10% shareholder of the Company;
and
(j)
is not a director who is or has been directly associated with a 10% shareholder of the Company, in the current or
immediate past financial year.
Independent Directors are obliged to update the Board with any new information in relation to interests or relationships
relevant to independence. The Board shall re-assess independence as and when any new interests or relationships are
disclosed or come to light as well as annually.
Following this process, the Nominating Committee shall report to the Board, drawing to its attention in particular any
failure to meet any of the above criteria and to any other relevant circumstances and the Nominating Committee shall
make recommendations. However, it is the Board’s duty and prerogative to determine the sufficiency or otherwise of
independence and to determine its composition. In accordance with the Code, the Board shall provide a justification if the
director fails to meet any of the criteria above but the Board still considers the director an Independent Director.
Except for Mr Chia Chor Leong and Mr Ling Yong Wah, none of the directors have served on the Board for a period
exceeding nine years from the date of their appointments. Mr Chia Chor Leong and Mr Ling Yong Wah have served as
Independent Director of the Company for more than nine years since their initial appointments on 22 September 2004 and
12 May 2005 respectively. The Board has subjected their independence to rigorous review.
Mr Chia Chor Leong and Mr Ling Yong Wah have exercised strong independent judgment in their deliberations in the
interests of the Company and maintain their objectivity and independence at all times in the discharge of their duties as
directors. In addition, the independence of character and judgment of each of the directors concerned was not in any way
affected or impaired by the length of service. The Board is satisfied with their continued independence of character and
judgment and both Mr Chia Chor Leong and Mr Ling Yong Wah are still considered independent.
CHAIRMAN AND CHIEF EXECUTIVE OFFICER
Principle 3 There should be a clear division of responsibilities between the leadership of the Board and the
executives responsible for managing the company’s business. No one individual represents a
considerable concentration of power.
There is a clear division of responsibilities between the Chairman and President (equivalent to the position of Chief Executive
Officer), which ensures there is a balance of power and authority, such that no one individual represents a considerable
concentration of power.
CORPORATE GOVERNANCE STATEMENT
(CONT’D)
