BUILDING ON OUR EXTENSIVE NETWORK
The NC has recommended the re-election of Mrs Dawn Wee Wai Ying and Mr Tay Puan Siong, who are retiring by
rotation pursuant to Article 99 of the Company’s Articles of Association and the re-appointment of Mr Leslie Mah
Kim Loong who is retiring by rotation under Section 153(6) of the Companies Act, Chapter 50 at the forthcoming
AGM. The retiring directors have offered themselves for re-election/re-appointment. Each member of the NC
abstains from voting on any resolutions and making any recommendation and/or participating in respect of
matters in which he is interested.The Board has accepted the recommendations of the NC.
Key information of each director is set out on pages 4 to 6 of this report and the dates of their initial appointment
and last re-appointment/re-election are set out below:
Name of Director
Date of Initial Appointment
Date of Last
Re-appointment/Re-election
Sam Chong Keen
9 Dec 1994
29 Aug 2014
Wee Kok Wah
11 Oct 1989
N.A.*
Mrs Dawn Wee Wai Ying
11 Oct 1989
28 Aug 2013
Tay Puan Siong
2 Jun 1994
23 Aug 2012
Goh Chee Wee
29 Oct 1998
29 Aug 2014
Dr Wee Li Ann
9 Dec 2009
28 Aug 2013
Leslie Mah Kim Loong
1 Dec 2012
29 Aug 2014
Kazumichi Mandai
1 Dec 2012
28 Aug 2013
* Managing Director is not subject to retirement by rotation (Article 94 of the Company’s Articles of Association)
The Board believes in carrying out succession planning for itself and its key management staff to ensure
continuity of leadership. Currently, there is an informal succession plan in place and the NC will look into drawing
up a formal plan at the relevant time.
Principle 6: Access to Information
Directors are given independent and full access to the Management team and Company Secretary, all Board
and Board Committees’ minutes and all approval and information papers. In between Board meetings, important
matters concerning the Company are also put to the Board for its decision by way of circular resolutions in
writing for the directors’ approval together with supporting memoranda to enable the directors to make informed
decisions. The Company supports the directors, either individually or as a group, if they require independent
professional advice in furthering their duties to the Company.
Remuneration Matters
Principle 7: Procedures for Developing Remuneration Policies
Principle 8: Level and Mix of Remuneration
Principle 9: Disclosure on Remuneration
The RC comprises two non-executive and independent directors, and a non-executive director. It is chaired by Mr
Sam Chong Keen and the members are Mr Goh Chee Wee and Dr Wee Li Ann.
The RC’s key terms of reference describe its responsibilities and these include:
z
recommending to the Board, in consultation with the Board Chairman, for endorsement, a comprehensive
remuneration policy framework and guidelines for remuneration of the directors and key executives of the
Group;
z
recommending specific remuneration packages for each of the directors and the executive directors;
Corporate Governance
(Cont’d)
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STAMFORD TYRES CORPORATION LIMITED
