FRENCKEN GROUP LIMITED
ANNUAL REPORT 2015
27
BOARD PERFORMANCE (CONT'D)
Principle 5 (Cont'd)
The Nominating Committee has established objective performance criteria such as attendance record at the meetings and
also the contribution of each Director to the effectiveness of the Board.
The Board reviews the assessment conducted by the Nominating Committee and where necessary makes changes to
further improve the effectiveness of the Board. Following the review, the Board is of the view that the Board and its Board
Committees operate effectively.
ACCESS TO INFORMATION
Principle 6 In order to fulfil their responsibilities, director should be provided with complete, adequate and
timely information prior to board meetings and on an on-going basis so as to enable them to make
informed decisions to discharge their duties and responsibilities.
The Directors have separate and independent access to senior management and the Company Secretary at all times.
Requests for information from the Board are dealt with promptly by management. The Board is informed of all material
events and transactions as and when they occurred. The management provides the Board with quarterly reports of the
Group’s performance. The management also consults with Board members regularly whenever necessary and appropriate.
The Board is issued with board papers timely and prior to Board meetings.
The Company Secretary administers, attends and prepares minutes of all Board and Board Committee meetings. The
Company Secretary assists the Chairman in ensuring that Board procedures are followed and regularly reviewed so that
the Board functions effectively and the Company's Constitution and the relevant rules and regulations applicable to the
Company are complied with.
The Board in fulfilling its responsibilities, can as a group or individually, when deemed fit, direct the Company to appoint
professional adviser to render professional advice.
REMUNERATION MATTERS
Principle 7 There should be a formal and transparent procedure for developing policy on executive remuneration
and for fixing the remuneration packages of individual directors. No director should be involved in
deciding his own remuneration.
All Remuneration Committee members are Non-Executive, majority of whom are independent of management. The
Remuneration Committee comprises the following members:
Yeo Jeu Nam
(Chairman & Independent Director)
Chia Chor Leong
(Independent Director)
Tan Sri Larry Low Hock Peng
(Non-Executive Non-Independent Director)
The Remuneration Committee under its term of reference is responsible for the following:
(a) to recommend to the Board a framework of remuneration for the Board and key executives, determine specific
remuneration packages for each Executive Director and submit such recommendations for endorsement by the entire
Board covering all aspects of remuneration, including but not limited to Director’s fees, salaries, allowances, bonuses,
options issued under the Employee Share Option Scheme 2008 and benefits in kind;
(b) in the case of service contracts, to consider what compensation commitments the Directors’ contracts of service, if
any, would entail in the event of early termination with a view to be fair and avoid rewarding poor performance; and
(c) to manage the Employee Share Option Scheme 2008 and administered by the Employee Share Option Scheme
(“ESOS”) Committee comprising of the following members:
Mohamad Anwar Au (also known as Dennis Au) (President)
David Chin Yean Choon
(Chief Financial Officer)
The Remuneration Committee held one (1) meeting during the year under review and there is no meeting held by ESOS
Committee during the year under review as no options were granted to employees during the year.
CORPORATE GOVERNANCE STATEMENT
(CONT’D)
