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TEHO INTERNATIONAL INC LTD Annual Report 2012 19
Report of Corporate Governance
All directors are expected, in the course of carrying out their duties, to act in good faith to
provide insights and objectively take decisions in the interest of the Company.
Newly appointed directors will be given briefngs by management on its business activities
and strategic direction. Management will monitor new laws, regulations and commercial
developments, and keep the Board informed accordingly. Where appropriate, briefngs by
external advisors are conducted for, and also attendance at externally conducted briefngs
by, the directors.
On 23 and 28 May 2012, the directors and senior executive offcers of the Company
attended a continuing education programme to up-date themselves on the latest changes
in the corporate governance code, the Catalist rules and regulations and the Companies
Act Cap 50 under the guidance of RHTLaw Taylor Wessing LLP. Such continuing
education programme will be conducted as and when necessary for the directors and
senior executive offcers to keep abreast of the regulatory changes.
Board Composition and Balance
Principle 2: There should be a strong and independent element in the board, which is
able to exercise objective judgement 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.
The Board currently comprises the following directors:
Executive Directors
Mr Lim See Hoe Executive Chairman and Chief Executive Offcer (“CEO”)
Ms Lim Siew Cheng Chief Operating Offcer (“COO”)
Non-Executive Directors
Mr Kwah Thiam Hock Lead Independent Director and Chairman of AC
Mr Terrance Tan Kong Hwa Independent Director and Chairman of NC
Mr Khoo Ming Hon Independent Director and Chairman of RC
The Non-Executive Directors constructively participate in developing and setting proposals
on business strategies for the Company and review the performance of the management.
The independence of each independent director is reviewed annually by the NC. The NC
adopts the defnition in the Code as to what constitutes an independent director in its review
to ensure that the Board consists of persons who, together, will provide core competencies
necessary to meet the Company’s objectives.
Except for Mr Lim See Hoe and Ms Lim Siew Cheng who are siblings, none of our
independent directors are related to each other, nor to the executive directors, and nor to
the substantial shareholders. The NC is of the view that Mr Kwah Thiam Hock, Mr Terrance
Tan Kong Hwa and Mr Khoo Ming Hon are independent. As more than half of the Board is
independent, the NC is satisfed that the Board has a strong independent element to ensure
that objective judgment is exercised on corporate affairs.
The Board through the NC has examined its size and composition and is of the view that it is
an appropriate size for effective decision-making, taking into account the scope and nature
of the operations of the Company. The NC is of the view that no individual or small group of
individuals dominates the Board’s decision-making process.
There is adequate relevant competence on the part of the directors, who, as a group, carry
specialist backgrounds in accounting, fnance, business and management and strategic
planning.
Chairman and Executive Director
Principle 3: There should be a clear division of responsibilities at the top of the company
– the working of the board and the executive responsibility of the company’s business –
which will ensure a balance of power and authority, such that no one individual represents a
considerable concentration of power.
There is a clear division of responsibilities between the chairman who is also the CEO and
the other executive director who is the COO, which ensures there is a balance of power and
authority at the top of the Group. Mr Lim See Hoe, who is the Chairman and CEO, leads
the Board and is responsible for the overall corporate and strategic development, business
direction and management of the Group. Ms Lim Siew Cheng, who is the executive director
and COO, is responsible for the Group’s sales administration, operations and strategic
planning.
Mr Lim See Hoe in assuming the responsibility of the Chairman of the Board is responsible
for scheduling Board meetings as and when required, setting the agenda for the Board
meetings and ensuring the quality, quantity and timeliness of the fow of information between
the management, the Board and our shareholders so as to enhance working relations
among the management, executive and non-executive directors, and, to encourage
constructive communication with our shareholders respectively. He is also responsible for
ensuring compliance with the Company’s guidelines on corporate governance.
As Mr Lim See Hoe and Ms Lim Siew Cheng are siblings, the Board has appointed Mr Kwah
Thiam Hock as the lead independent director to co-ordinate and to lead the independent
directors to provide non-executive perspective and contribute a balanced viewpoint to the
Board. Furthermore, the Board is of the view that with the establishment of the three Board
committees, there are adequate safeguards in place to prevent an uneven concentration of
power, authority and decision-making in a single individual.