28
LHN Limited Annual Report
Report on
Corporate Governance
Following the review of the assessment of the Board for FY2015
,
both the NC and the Board are of the view
that the Board has met its performance objectives for FY2015
.
No external facilitator was used in the process
.
All NC members have abstained from the voting or review process of any matters in connection with the
assessment of his/her performance
.
Principle 6 – Access to Information
Management including the Executive Directors keeps the Board appraised of the Group
’
s operations and
performance through quarterly updates and reports as well as through informal discussions
.
Key executives
who can provide additional insight into the matters at hand would be invited to Board meetings
.
Prior to any meetings of the Board or Board Committees
,
Directors are provided
,
where appropriate
,
with
sufficient relevant information to enable them to be prepared for the meetings
.
On an ongoing basis
,
all
Board members have separate and independent access to Management should they have any queries or
require additional information on the affairs of the Group
.
Before each meeting
,
Management would provide the Board members with the required explanatory
documents relating to matters to be brought before the Board
.
The Management also provides the Board
with quarterly updates on financial results
,
operational performance
,
business development and other
important and relevant information
.
The Directors also have access to the Company Secretary who attends all Board and its Board Committees
’
meetings
.
The Company Secretary assists the Chairman and the Board to implement and strengthen
corporate governance practices and processes
.
The Company Secretary also assists the directors in the
preparation of directors
’
resolution
,
recording of minutes of meetings
,
the facilitation of the annual general
meeting proceedings
,
the preparation and release of routine SGXnet announcements as well as updates on
the relevant changes to the Singapore Companies
’
Act
.
The Board is given the names and contact details of the Company
’
s Management and the Company Secretary
to facilitate direct
,
separate and independent access
.
The appointment and removal of the Company Secretary
is subject to the approval of the Board as a whole
.
Where the Directors either individually or as a group
,
in the furtherance of their duties
,
require independent
professional advice
,
assistance is available to assist them in obtaining such advice at the Company
’
s expense
.
(B) REMUNERATION MATTERS
Principle 7 – Procedures for Developing Remuneration Policies
The terms of reference of the RC cover the functions described in the Code including but not limited to
,
the following
:
(a) reviewing and recommending to the Board
,
in consultation with the Chairman of the Board for
endorsement
,
a comprehensive remuneration policy framework and guidelines for remuneration of
Directors
,
the Chairman and MD and other persons having authority and responsibility for planning
,
directing and controlling the activities of our Company (
“
Key Management Personnel
”
)
;
(b) reviewing and recommending to the Board for endorsement
,
the specific remuneration packages for
each Director and Key Management Personnel
;
(c) reviewing and approving the design of all share option plans
,
performance share plans and/or other
equity based plans
;
(d) in the case of service contracts
,
reviewing the Company
’
s obligations arising in the event of termination
of the Directors
’
or Key Management Personnel
’
s contracts of service
,
to ensure that such contracts of
service contain fair and reasonable termination clauses which are not overly generous
,
with a view to
being fair and avoiding the reward of poor performance
;
and
