VicPlas International Ltd and its Subsidiaries
Corporate Governance Report Notes 1. Mr David Curtis-Bennett was appointed as a Non–Executive Director and member of the Remuneration Committee on October 23, 2009 and member of the Nominating Committee on March 9, 2010. 2.
Mr Robert Gaines-Cooper was appointed as a Non–Executive Director on October 23, 2009.
3. Mr Ng Cher Yan was appointed as an Independent Director and member of the Audit Committee on May 3, 2010. 4.
Mr Loh Beng Seng retired as an Executive Director on November 25, 2009.
5. Mr Lim Hock Beng ceased to be a member of the Audit, Remuneration and Nominating Committees on October 23, 2009 and retired as a Non-Executive Director on November 25, 2009. 6.
Mr Trevor John Swete retired as a Non-Executive Director on November 25, 2009.
7. Mr Tan Joon Hoe resigned as an Independent Director, Chairman of the Audit Committee, member of the Remuneration and Nominating Committees on December 9, 2009. 8.
Mr Yeo Wico was appointed member of the Remuneration Committee on March 9, 2010.
Principle 2: Board Composition and Balance The Board has six members, all non-executive directors. Four of the six directors are independent directors comprising two third of the Board. Details of the directors’ shareholdings in the Company are set out in the Directors’ Report. The four independent non-executive directors are Mr. Yeo Wico, Mr. Nicos Nicolaides, Mr. Ang Mong Seng and Mr. Ng Cher Yan. The Board’s adoption of the independence concept is in line with the definition of an “independent director” in the Code. The key elements of fulfilling the criteria are the appointment of an independent director who is not a member of the management and is free of relationship with the Company, related companies or its officers that could interfere with the exercise of independent judgement or the ability to act in the interest of the Company. Every director is expected to act in good faith and always in the best interest of the Company. They are to contribute positively to the Company with their expertise and knowledge in business, accounting, finance, technology and management. They should also bring with them impartial judgement and independence in decision making at the Board level. The NC, after reviewing the independence of each non-executive director for financial year 2010, is of the view that the non-executive directors of the Company satisfy the criteria of independency and each and every director shares equal responsibility on the Board. The NC is also of the view that the current board size is adequate, taking into consideration the nature and scope of the Group’s operations. The Company’s Articles of Association require, one third of the Board to retire and subject to re-election by shareholders at every annual general meeting (“AGM’). The directors must offer themselves for re-nomination and re-election at regular intervals of at least once every three years. In addition, a newly appointed director will offer himself for retirement and re-election at the AGM immediately following his appointment. Thereafter, he is subject to retirement by rotation once every three years. The directors standing for re-election at the forthcoming AGM under Articles 115 and 119 of the Company’s Articles of Association are Mr. Ang Mong Seng and Mr. Ng Cher Yan respectively.
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