Page 27 - ar2012

CORPORATE GOVERNANCE
Board Composition and Guidance
Principle 2: There should be a strong and independent element on the Board, which is able to exercise objective
judgment on corporate affairs independently, in particular, from Management. No individual or small
group of individuals should be allowed to dominate the Board’s decision making.
As of the date of this report, the Board comprises the following directors:
Executive Directors
David Alan Perry
Wong Lok Hiong
Independent Directors
Ho Yew Mun
Tan Teng Muan
Leow Wee Kia Clement
The Board has adopted the Code’s criteria of an independent director. The independence of each director is reviewed annually
by the Nominating Committee in accordance with the Code’s definition of independence. Each director is required to complete a
‘Confirmation of Independence’ form to confirm his independence. The said form, which was drawn up based on the definitions
and guidelines set forth in Guideline 2.1 in the Code and the Guidebook for Audit Committees in Singapore issued by Audit
Committee Guidance Committee, requires each director to assess whether he considers himself independent despite not
having any of the relationships identified in the Code. The Nominating Committee has reviewed the forms completed by each
director and is satisfied that more than half of the Board comprises independent directors.
Matters requiring the Board’s approval are discussed and deliberated with participation from each member of the Board. The
decisions are based on collective decision without any individual influencing or dominating the decision making process.
The size and composition of the Board are reviewed from time to time by the Nominating Committee with a view to determining
the impact of its number upon effectiveness. The Nominating Committee decides on what it considers an appropriate size, taking
into account the scope and nature of the Company’s operations. The composition of the Board is reviewed at least annually by
the Nominating Committee to ensure that there is an appropriate mix of expertise and experience to enable Management to
benefit from a diverse perspective of issues that are brought before the Board. Together, the directors as a group provide core
competencies in business, investment, legal, audit, accounting and tax matters.
The profiles of the Board are set out on pages 4 and 5 of the Annual Report.
To-date, none of the independent directors of the Company has been appointed as a director of the Company’s principal
subsidiary, which is based in Singapore.
2 Overseas Education Limited AR 2012
Investing In Education
W130220-Overseas Education Limited AR 2012 Financial p25-92.indd 25 26/3/13