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TEHO INTERNATIONAL INC LTD Annual Report 2012 20
Board Membership
Principle 4: There should be a formal and transparent process for the appointment of new
directors to the board. As a principle of good corporate governance, all directors should be
required to submit themselves for re-nomination and re-election at regular intervals.
The NC comprises entirely of independent directors, namely Mr Terrance Tan Kong Hwa, Mr
Kwah Thiam Hock and Mr Khoo Ming Hon. Chairman of the NC is Mr Terrance Tan Kong
Hwa. The principal functions of the NC are as follows:
(a) to review and recommend the nomination or re-nomination of the directors having
regard to the director’s contribution and performance;
(b) to determine on an annual basis whether or not a director is independent;
(c) to assess the performance of the Board and contribution of each director to the
effectiveness of the Board.
Should the need for a new Director arises, the NC will assess suitable candidates for
appointment to the Board based on the requisite qualifcations, expertise and experience,
and recommend the most suitable candidate to the Board for appointment as director.
The NC is guided by written terms of reference that describe the responsibilities of its
members.
Under the Articles of Association of the Company, all directors are required to submit
themselves for re-nomination and re-election every three years. Directors who retire are
eligible to offer themselves for re-election.
The NC has reviewed and recommended the re-election of Mr Lim See Hoe, Mr Terrance
Tan Kong Hwa and Mr Khoo Ming Hon who are retiring under Article 107 of the Articles
of Association at the forthcoming Annual General Meeting to be held on 25 October 2012
(the “forthcoming AGM”). The Board has accepted the recommendations and the retiring
directors will be offering themselves for re-election.
The NC considers that the multiple board representations held presently by some directors
do not impede their respective performance in carrying out their duties towards the
Company.
Key information regarding the directors is set out below:
Name and Age of Director Date of FirstAppointment
Date of Last
Re-election
Present Directorships
in Other Listed
Companies
Mr Lim See Hoe, 44 10-06-2008 16-10-2009 Nil
Ms Lim Siew Cheng, 55 15-10-2008 25-11-2011 Nil
Mr Kwah Thiam Hock, 66 05-05-2009 22-10-2010 IFS Capital Limited
ECICS Limited
Select Group Limited
Excelpoint Technology
Limited
Wilmar International
Limited
Mr Terrance Tan Kong Hwa, 46 05-05-2009 22-10-2010 Hafary Holdings Limited
Consciencefood Holding
Limited
Mr Khoo Ming Hon, 44 05-05-2009 25-11-2011 Nil
The academic and professional qualifcations of the members of the Board and the directors’
interests in the shares of the Company are set out under the “Board of Directors” and
“Report of the Directors” sections respectively of this Annual Report.
Board Performance
Principle 5: There should be a formal assessment of the effectiveness of the board as a
whole and contribution by each director to the effectiveness of the board.
The Board’s performance is linked to the overall performance of the Group. The Board
ensures compliance with the applicable laws and the Board members act in good faith, with
due diligence and care in the best interest of the Company and its shareholders.
The NC decides on how the Board’s performance is to be evaluated and to propose
objective performance criteria, subject to the Board’s approval, which addresses how the
directors have enhanced long-term shareholders’ value. The performance evaluation
takes into consideration the Board structure, conduct of meetings, corporate strategy and
planning, risk management and internal control, the Company’s share price performance,
recruitment policy, process for determining remuneration and compensation of directors and
key executives, fnancial reporting and communicating with shareholders.
The Board has also implemented a process to be carried out by the NC for assessing the
effectiveness of the Board as a whole and for assessing the contribution by each individual
director to the effectiveness of the Board. Each member of the NC shall abstain from voting
on any resolution in respect of the assessment of his performance or re-nomination as a
director.
Report of Corporate Governance