BUILDING ON OUR EXTENSIVE NETWORK
Corporate Governance
(Cont’d)
Principle 3: Chairman and President
The Chairman is a non-executive appointment and is separate from the office of the President. There is a clear
segregation of the roles and responsibilities between the Chairman and the President. The Chairman and
President are not related.
The Chairman provides strategic guidance and leads the Board and is responsible for ensuring the effectiveness
of the Board and its governance processes, including the responsibilities of scheduling and setting agendas for
Board meetings and control over the quality, quantity and timeliness of information flow between the Board and
Management.
The President provides overall vision and bears full executive responsibility for the Group’s operations, including
making key day-to-day operational decisions.
Principle 4: Board Membership
Principle 5: Board Performance
The NC comprises three directors, two of whom, including the Chairman, are independent directors. The
Committee Chairman is Mr Sam Chong Keen and the other members are Mr Tay Puan Siong and Mr Wee Kok
Wah.
The NC’s key terms of reference describe its responsibilities and these include:
z
reviewing and assessing candidates for directorships (including executive directorships) before
nominating such candidates to the Board for approval;
z
reviewing and recommending to the Board the re-election and re-appointment of directors under the
retirement provisions in accordance with the Company’s Articles of Association at each annual general
meeting (“AGM”) and under Section 153(6) of the Companies, Act, Chapter 50;
z
reviewing the composition of the Board annually to ensure that the Board has an appropriate balance of
independent directors and ensuring an appropriate balance of expertise, skills, attributes and abilities on
the Board;
z
reviewing and determining annually if a director is independent in accordance with the Code 2012 and
any other salient factors;
z
where a director has multiple board representations, deciding whether the director is able to and has
been adequately carrying out his duties as director; and
z
reviewing the succession plan for directors and key executives of the Group.
The Board, through the delegation of its authority to the NC, has used its best efforts to ensure that directors
appointed to the Board possess the background, experience and knowledge in technology, business,
finance and management skills critical to the Group’s businesses and that each director, through his unique
contributions, brings to the Board an independent and objective perspective to enable balanced and well-
considered decisions to be made.
The search and nomination process for new directors, if any, will be through search companies, contacts and
recommendations that go through the normal selection process, to cast its net as wide as possible for the right
candidates. New directors are appointed by the Board after the NC has reviewed and recommended their
appointment.
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STAMFORD TYRES CORPORATION LIMITED
