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TEHO INTERNATIONAL INC LTD.
Annual Report 2015
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 definition 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. In this regard, the NC is of the view that Mr Kwah Thiam Hock,
Ms Joanne Khoo Su Nee and Mr Oo Cheong Kwan Kelvyn are independent.
In view that more than half of the Board is made up of independent directors, the NC is satisfied
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 Group. The NC is of the view that no individual or small group of individuals
dominates the Board’s decision-making process. The Board comprises two female directors in
recognition of the value of gender diversity.
There is adequate relevant competence on the part of the directors, who, as a group, carry
specialist backgrounds in accounting, finance, law, business and management and strategic
planning.
There was no independent director who has served on the Board beyond nine years from the
date of his or her appointment.
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.
Mr Lim See Hoe, is the Chairman and CEO. He leads the Board and is responsible for the overall
corporate and strategic development, business direction, expansion plan and management of
the Group. Mr Lim See Hoe is assisted by Ms Lim Siew Cheng, who is the executive director
and COO in the management of the day to day operation of the Group. Ms Lim Siew Cheng 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 flow of information between the management,
the Board and the shareholders so as to enhance working relations among the management,
executive and non-executive directors, and to encourage constructive communication with
shareholders respectively. He is also responsible for ensuring compliance with the Company’s
guidelines on corporate governance.
As Mr Lim See Hoe is the Chairman and CEO, the Board has appointed Mr Kwah Thiam Hock
as the lead independent director to co-ordinate and lead the independent directors to provide
non-executive perspective, to avail himself to address any shareholders’ concerns and to act as
a counter-balance in the decision-making process and contribute a balanced viewpoint to the
Board. Furthermore, the Board is of the view that as more than half of the Board is made up of
independent directors with the establishment of the three Board committees which are chaired
by and comprise independent directors, there are adequate safeguards in place to prevent an
uneven concentration of power, authority and decision-making in a single individual.
Board Membership
Principle 4:
There should be a formal and transparent process for the appointment and re-
appointment of directors to the board.
The NC comprises entirely independent directors, namely Mr Oo Cheong Kwan Kelvyn, Mr Kwah
Thiam Hock and Ms Joanne Khoo Su Nee. The Chairman of the NC is Mr Oo Cheong Kwan
Kelvyn. The NC is guided by written terms of reference that describe the responsibilities of its
members.
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;
REPORT OF
CORPORATE GOVERNANCE
