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TEHO INTERNATIONAL INC LTD.
Annual Report 2016
REPORT
OF CORPORATE GOVERNANCE
After taking into account the views of the NC, the Board is satisfied that each independent
director is independent in character and judgement and that there are no relationships or
circumstances which are likely to affect, or could affect, the director’s judgement.
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 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;
(b) to determine on an annual basis whether or not a director is independent; and
