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Board Composition and Guidance
Principle 2:
There should be a strong and independent element on the Board, which is able to exercise
objective judgement on corporate affairs independently, in particular, from Management and
10% shareholders. 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
Leow Wee Kia Clement
Tan Teng Muan
The Board has adopted the Code’s criteria of an independent director. The independence of each director is reviewed
annually by the NC in accordance with the Code’s de nition of independence. Each independent director is required
to complete a ‘Con rmation of Independence’ form to con rm his independence. The said form, which was drawn up
based on the de nitions and guidelines set forth in Guideline 2.3 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 de ned in the Code. The NC has reviewed the forms
completed by each independent director and is satis ed 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 or small group of individuals in uencing or
dominating the decision making process.
The size and composition of the Board are reviewed from time to time by the NC with a view to determine the impact of its
number upon effectiveness. The NC 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 NC to ensure that
there is an appropriate mix of expertise and experience to enable the Management to bene t 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 and accounting.
Although all the directors have an equal responsibility for the Group’s operations, the independent directors play an
important role in ensuring that the strategies proposed by the Management are constructively challenged and developed
by taking into account the long-term interests of the shareholders. The independent directors are encouraged to meet,
without the presence of Management in order to facilitate a more effective check on Management.
The pro les of the Board are set out on pages 4 and 5 of the Annual Report. None of our directors has served on our Board
beyond nine years from the date of his/her appointment.
To-date, none of the independent directors of the Company has been appointed as director of the Company’s principal
subsidiary, which is based in Singapore.
CORPORATE GOVERNANCE REPORT
21
Overseas Education Limited AR 2013
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