23
TEHO INTERNATIONAL INC LTD.
Annual Report 2016
REPORT
OF CORPORATE GOVERNANCE
Frequency of formal Board and Board committee meetings held and attended by each
member for FY2016 are disclosed below:
Audit
Nominating Remuneration
Types of Meetings
Board Committee Committee Committee
Name of directors
Total held for FY2016
3
2
1
2
Mr Lim See Hoe
3
#
2*
1*
2*
Ms Lim Siew Cheng
3
2*
1*
2*
Mr Kwah Thiam Hock
3
2
#
1
2
Ms Joanne Khoo Su Nee
3
2
1
2
#
Mr Oo Cheong Kwan Kelvyn
3
2
1
#
2
Notes:
# Chairman
*
By invitation
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 briefings by management on the business activities
and strategic direction of the Group. There are also induction or orientation programs to
familiarise themwith the Company’s operations and role and responsibilities of a director of
a listed company in Singapore. No new director was appointed in FY2016.
As part of training for the Board, directors are briefed either during Board and Board
committee meetings or at specially convened sessions on changes to regulations and
accounting standards, as well as industry related matters. All directors are encouraged to
keep themselves updated on changes to the financial, legal and regulatory requirements or
framework and the business environment through reading relevant literature and attending
appropriate seminars and courses conducted by bodies such as Singapore Exchange
Securities Trading Limited (“SGX-ST”) and Singapore Institute of Directors. In FY2016, the
Company arranged for the directors to attend a briefing, as refresher training, regarding
the roles and responsibilities of a director of a company listed on the SGX-ST, conducted by
Opal Lawyers LLC. During the AC meetings, KPMG LLP (the “External Auditors”), the external
auditors of the Company, briefed the directors on the changes in accounting standards,
as well as key audit matters.
Board Composition and Guidance
Principle 2:
There should be a strong and independent element on the board, which is
able to exercise objective judgment on corporate affairs independently, in
particular, from management and 10% shareholders. 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 Officer (“CEO”)
Ms Lim Siew Cheng
Executive Director and Chief Operating Officer (“COO”)
Non-Executive Directors
Mr Kwah Thiam Hock
Lead Independent Director and Chairman of AC
Ms Joanne Khoo Su Nee
Independent Director and Chairman of RC
Mr Oo Cheong Kwan Kelvyn Independent Director and Chairman of NC
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 towhat 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 ThiamHock, Ms Joanne Khoo Su Nee andMr Oo Cheong Kwan Kelvyn are independent.
