24
LHN Limited Annual Report
Report on
Corporate Governance
For FY2015
,
the NC had reviewed the size and composition of the Board for effective decision making
,
taking
into account factors such as the scope and nature of the operations of the Group and the core competencies
of Board members in the fields of accounting and finance
,
and professional legal services
.
The Non-Executive
Directors are able to constructively challenge and assist in the development of the business strategies and
in reviewing and monitoring of the Management
’
s performance against set targets
.
Led by the Lead Independent Director
,
the Independent Directors may at any time meet separately without
the presence of Management
.
For FY2015
,
no such meeting was held by the Independent Directors as the
Company was only listed on the Catalist of the SGX-ST on 13 April 2015
.
However at the last AC meeting
held in November 2015 to discuss the full year results of the Group
,
the Independent Directors had met the
external auditors without the presence of Management
.
The Board
’
s policy in identifying director nominees is primarily to have an appropriate mix of members with
complementary skills
,
core competencies and experience for the Group
,
regardless of gender
.
The current
Board composition provides a diversity of skills
,
experience
,
and knowledge to the Company as follows
:
–
Balance and Diversity of the Board
Number of Directors
Proportion of the Board
Core Competencies
Accounting or finance related
2
40%
Business and management experience
5
100%
Legal or corporate governance
3
60%
Relevant industry knowledge
3
60%
Strategic planning experience
5
100%
The Board will take the following steps to maintain or enhance its balance and diversity
:
• Annual review by the NC to assess if the existing attributes and core competencies of the Board are
complementary and enhance the efficacy of the Board
;
and
• Annual evaluation by the Directors of the skill sets the other Directors possess
,
with a view to understand
the range of expertise which is lacking by the Board
.
The NC will consider the results of these exercises in its recommendation for the appointment of new
Directors and/or the re-appointment of incumbent Directors
.
Principle 3 – Chairman and Chief Executive Officer
The Company does not have a Chief Executive Officer
,
however
,
this position is carried out by the Group
Managing Director (the
“
MD
”
)
.
Kelvin Lim is our Executive Chairman (the
“
Chairman
”
) and the MD
.
Accordingly
,
pursuant to Guideline 3
.
3 of the Code
,
the Board has appointed Mr Lee Gee Aik as the Lead
Independent Director
.
The Chairman provides overall leadership to the Board
.
The Chairman
,
with the help of the Company
Secretary
,
ensures that Board meetings are held as and when necessary and sets the meeting agenda in
consultation with fellow directors and other executives
,
and if warranted
,
with professional advisors
.
The Chairman also ensures the quality
,
quantity and timeliness of the flow of information between the
Management
,
the Board and shareholders
.
He promotes high standards of corporate governance as well
as the culture of openness and debate at Board meetings
.
He also encourages constructive relationship
within the Board and between the Board and Management while facilitating the effective contributions of
Independent Directors during the Board meetings
.
