FRENCKEN GROUP LIMITED
ANNUAL REPORT 2015
25
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 5 May 2015, Mohamad Anwar Au (also known as Dennis Au) has been appointed as President of the Group. The
Board having considered the recommendation of the Nominating Committee and assessed Mr Dennis Au qualification and
experience, is of the view that he has requisite experience and capability to assume the duties and responsibility as President
of the Company. Dennis Au is presently responsible for charting the Group's strategic direction, setting the goals for the
organization and overseeing the operations and performance of the Group.
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.
CORPORATE GOVERNANCE STATEMENT
(CONT’D)
