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TEHO INTERNATIONAL INC LTD.
Annual Report 2015
Board Performance
Principle 5:
There should be a formal annual assessment of the effectiveness of the board as
a whole and its board committees and the contribution by each director to the
effectiveness of the board.
The NC decides how the Board’s performance is to be evaluated and proposes objective
performance criteria, subject to the Board’s approval, which address how the directors have
enhanced long-term shareholders’ value. 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 the Board
committees and for assessing the contribution by each individual director to the effectiveness of
the Board. Assessment checklists which include evaluation factors such as Board composition
and structure, conduct of meetings, corporate strategy and planning, risk management and
internal control, measuring and monitoring performance, training and recruitment, compensation,
financial reporting and communicating with shareholders, are disseminated to each director for
completion and the assessment results are discussed at the NC meeting. Each member of
the NC shall abstain from voting on any resolution in respect of the assessment of his or her
performance or re-nomination as director. No external facilitator had been engaged by the Board
for this purpose.
Access to Information
Principle 6:
In order to fulfil their responsibilities, directors should be provided with complete,
adequate and timely information prior to board meetings and on an on-going basis
so as to enable them to make informed decisions to discharge their duties and
responsibilities.
The Company recognises the importance of unlimited and unhindered flow of information for the
Board to discharge its duties effectively. The management and the executive directors furnish
the Board, and where appropriate, each director regularly with information about the Group as
well as the relevant background information or explanatory information relating to the business to
be discussed at Board meetings. The directors are also provided with the contact details of the
management and company secretaries to facilitate separate and independent access.
Either one of the company secretaries attends Board and Board committee meetings. Together
with the management, the company secretaries are responsible for ensuring that appropriate
procedures are followed and that the requirements of the Companies Act, Cap. 50, and the
provisions in Section B: Rules of Catalist of the SGX-ST Listing Manual (“Catalist Rules”) are
complied with. Directors have separate and independent access to the company secretaries.
The appointment and the removal of the company secretaries is a matter for the Board as a
whole. Each director has the right to seek independent legal and other professional advice, at the
Company’s expense, concerning any aspect of the Group’s operations or undertakings in order
to fulfil his duties and responsibilities as director.
REMUNERATION MATTERS
Procedures for Developing Remuneration Policies
Principle 7:
There should be a formal and transparent procedure for developing policy on
executive remuneration and for fixing the remuneration packages of individual
directors. No director should be involved in deciding his own remuneration.
The RC comprises entirely independent directors, namely Ms Joanne Khoo Su Nee, Mr Kwah
Thiam Hock and Mr Oo Cheong Kwan Kelvyn. The Chairman of the RC is Ms Joanne Khoo Su
Nee. The RC has written terms of reference that describe the responsibilities of its members.
The RC was formed to recommend to the Board a framework of remuneration for the directors
and key executives, and to determine specific remuneration packages for each executive director.
All aspects of remuneration, including but not limited to directors’ fees, salaries, allowances,
bonuses and other benefits-in-kind are covered by the RC. In addition, the RC administers the
TEHO Performance Share Plan (the “TEHO PSP”).
Each member of the RC shall abstain from voting on any resolutions in respect of his or her
remuneration package.
The RC did not seek any external professional advice on remuneration of the directors.
REPORT OF
CORPORATE GOVERNANCE
