Sustainability and Governance Report
[Corporate GOVERNANCE
The number of NC meetings held and attendance at the meetings during the financial year ended 31 March 2020 were as follows:
Name of director
Anthony Clifford Brown (Chairman)*
Wong King Kheng (Member)*
Heng Su-Ling, Mae (Member)*
Goh Ching Wah (Member)
Goh Ching Lai (Member)
* The meeting was held via tele-conference.
Appointment
Independent
Independent
Independent
Executive
Executive
No. of meetings held
1
1
1
1
1
Attendance
1
1
1
1
0
Pursuant to the Article 89 of the Company's Constitution, one-third of the Board (other than a director holding office as Managing Director) are to retire from office by rotation and be
subject to re-election at the Company's Annual General Meeting ("AGM"). In addition, Article 88 of the Company's Constitution provides that a newly appointed director must retire
and submit himself for re-election at the next AGM following his appointment. Thereafter, he is subject to be re-elected at least once every 3 years.
Mr. Goh Ching Lai and Mr. Wong King Kheng are due to retire by rotation, at the forthcoming Annual General Meeting, pursuant to the requirements of Article 89 of the Company's
Constitution. Both Mr. Goh Ching Lai and Mr. Wong King Kheng have indicated that they will be seeking re-election at the forthcoming Annual General Meeting.
Based on the changes to the Listing Rules of Singapore Securities Trading Exchange Limited, an Independent Director who has been a director for an aggregate period of more than
9 years (whether before or after listing), will be required to seek re-election as an Independent Director of the Company at a General Meeting where his continued appointment as
an independent director will need to be approved in separate resolutions by (A) all shareholders; and (B) all shareholders, excluding shareholders who also serve as the directors
or the chief executive officer of the company, and associates of such directors and chief executive officers.
The NC has reviewed and is satisfied with their contribution and performance as Directors and has recommended the re-appointment of two retiring directors, namely Mr Goh Ching
Lai and Mr Wong King Kheng at the Company's forthcoming AGM. The Board has accepted the NC's recommendation and the two retiring directors will be offering themselves for
re-election and re-appointment respectively.
The shareholdings of the individual directors of the Company are set out on page 35 of this Annual Report. None of the directors hold shares in the subsidiaries of the Company.
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