14
SUNMOON FOOD COMPANY LIMITED
ANNUAL REPORT 2015
REPORT ON
CORPORATE GOVERNANCE
ROLES OF EXECUTIVE CHAIRMAN AND CHIEF EXECUTIVE OFFICER
PRINCIPLE 3: THERE SHOULD BE A CLEAR DIVISION OF RESPONSIBILITIES BETWEEN THE LEADERSHIP OF THE BOARD AND THE
EXECUTIVES RESPONSIBLE FOR MANAGING THE COMPANY’S BUSINESS. NO ONE INDIVIDUAL SHOULD REPRESENT
A CONSIDERABLE CONCENTRATION OF POWER.
Different individuals assume the roles of the Executive Chairman of the Board and the Chief Executive Officer (“CEO”).
The separation of the roles of the Executive Chairman and CEO ensures a balance of power and authority such that no one
individual represents a considerable concentration of power. The posts of Chairman is held by Mr Gary Loh Hock Chuan. The
duties and responsibilities of CEO are currently assumed by Mr Gary Loh Hock Chuan while the Company is looking for COO.
As the Executive Chairman, Mr Gary Loh Hock Chuan bears responsibility for the effective working of the Board. He is
responsible for amongst others, ensuring that the directors receive accurate, timely and clear information. He sets the
agenda and ensures that adequate time is available for discussion of all agenda items, in particular strategic issues.
In addition to making sure that effective communication is achieved with the shareholders, he acts as facilitator to
non-executive directors for them to effectively contribute to the Group. He also encourages constructive relations between
the management of the Company and the Board as well as between the executive director and non-executive directors
and promotes a culture of openness and debate at the Board.
The CEO is responsible for the day-to-day running of the Group and the execution of the strategic plans set out by the
Board and ensures that the Directors are kept updated and informed of the Group’s business.
The above is not an exhaustive description of the current or future role of the Executive Chairman and CEO. The role of the
Executive Chairman and CEO may change in line with developments affecting the Group.
BOARD MEMBERSHIP
PRINCIPLE 4: THERE SHOULD BE A FORMAL AND TRANSPARENT PROCESS FOR THE APPOINTMENT AND RE-APPOINTMENT
OF DIRECTORS TO THE BOARD.
NOMINATING COMMITTEE (“NC”)
The NC, regulated by a set of written terms of reference, comprises three members, all of whom are independent
non-executive directors. The Chairman is Mr Chee Wai Pong, an independent non-executive director, who is not, or who is
not directly associated with, a substantial shareholder. The other three members are Dr. Tan Eng Liang, Mr Michael John
Martin and Mrs Jessie Peh (appointed on 5 November 2015), all independent non-executive directors.
The NC is responsible for the following:
(a)
to make recommendations to the Board on all Board appointments, including re-nominations, having regard to
the directors’ contribution and performance including, if applicable, as an independent director, and the review of
board succession plan for directors and for the CEO;
