Principle 2: Board Composition and Guidance
The Board currently comprises four (4) Directors, as set out below. Mr Lim Eng Hong is the only Director that holds
an executive position.
Director
Board
Membership
Date of First
Appointment
as Director
Date of Last
Re-Appointment
Audit
Committee
Nominating
Committee
Remuneration
Committee
Khor Thiam Beng
Chairman and
Independent
Director
30 October
2006
28 October 2014 Member
Member
Member
Lim Eng Hong
(1)
Chief Executive
Officer (“
CEO
”)
16 May 1984
–
–
–
–
Goh Chung Meng
Independent
Director
16 October
2001
28 October 2013 Member
Chairman Chairman
Michael Grenville Gray Independent
Director
30 October
2006
28 October 2014 Chairman Member
Member
Note
:
(1)
Mr Lim Eng Hong, as CEO, is not subject to rotation as provided for in his service contract and the Articles of Association of the Company.
The Board comprises more than one-third independent Directors who offer alternative views of the Group’s business
and corporate activities. Their views and opinions often provide different perspectives to the Group’s business.
No individual or small group of individuals dominates the Board’s decision-making. The independence of each
independent Director is reviewed by the NC annually. The NC has reviewed the independence of Mr Khor Thiam
Beng and Mr Michael Grenville Gray and has determined them to be independent.
Mr Goh Chung Meng has served on the Board for more than nine (9) years from the date of his first appointment.
After taking into consideration the views of the NC, the Board has rigorously reviewed Mr Goh’s independence and
considers Mr Goh to be an independent director after having determined that there are no relationships including
immediate family relationships between Mr Goh and the Company, its related corporations, its 10% shareholders
or its officers, that could interfere, or be reasonably perceived to interfere, with the exercise of his independent
business judgement with a view to the best interests of the Company. The Board also took into consideration that
Mr Goh has throughout his appointment, continuously and constructively challenged management on business
decisions and has remained objective in the discharge of his duties and responsibilities.
The Board considers its present composition appropriate, taking into account the nature and scope of the Group’s
operations and also considers the current size ideal for effective debate and decision-making of the Board. The
Directors bring with them a wide spectrum of industry skills, experience in accounting, finance, legal and business
strategies, management expertise and objective perspective to effectively lead and direct the Group. Profiles of
the Directors are set out in this report.
At least once a year, the non-executive Directors meet without the presence of management and the executive
Director(s) to review any matters that they wish to raise privately, develop proposals on company strategy, review
the performance of management in meeting agreed goals and objectives and monitor the reporting of performance.
23
AVI-TECH ELECTRONICS LIMITED
| ANNUAL REPORT 2015
CORPORATE
GOVERNANCE
