13
SUNMOON FOOD COMPANY LIMITED
ANNUAL REPORT 2015
REPORT ON
CORPORATE GOVERNANCE
BOARD COMPOSITION AND BALANCE
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.
Presently the Board comprises one executive director and four independent non-executive directors. The present composition
of the Board complies with the Code’s guidelines that independent directors make up more than one-third of the Board.
The participation of the directors in the Board committees is as follows:
Name of Director
Independence
Board
Audit & Risk
Committee
Remuneration
Committee
Nominating
Committee
Mr Gary Loh Hock Chuan
Executive
C
–
–
–
Dr. Tan Eng Liang
Independent
Non-Executive
M
M
C
M
Mr Chee Wai Pong
Independent
Non-Executive
M
M
M
C
Mr Michael John Martin
Independent
Non-Executive
M
C
M
M
Mrs Jessie Peh
Independent
Non-Executive
M
M
M
M
C: Chairman; M: Member
The Board adopts the Code’s definition of what constitutes an independent director in its review. The Board is of the view
that the independent non-executive directors of the Company are independent, and further, that no individual or small
group of individuals dominate the Board’s decision making process. The independence of each director is also reviewed
annually by the Nominating Committee.
The size and composition of the Board will be reviewed annually by the Nominating Committee. The review will seek to
ensure that the size of the Board is appropriate so as to facilitate effective decision making. The review will also ensure
that there is an appropriate mix of expertise and experience, which the Group may tap for assistance in furthering its
business objectives and shaping its business strategies. Together, the directors as a group provide core competencies such
as accounting and finance, business experience, industry knowledge, strategic planning experience and customer-based
experience.
Non-executive Directors contribute to the Board process by monitoring and reviewing Management’s performance against
goals and objectives. Their views and opinions provide alternative perspectives to the Group’s business. When challenging
Management proposals or decisions, they bring independent judgement to bear on business activities and transactions
involving conflicts of interest and other complexities.
Key information regarding the directors is set out on pages 6 and 7 of the Annual Report.
