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TEHO INTERNATIONAL INC LTD.
Annual Report 2016
REPORT
OF CORPORATE GOVERNANCE
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 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 flowof 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, Chapter 50 (the “Companies Act”), 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.
REMUNERATIONMATTERS
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
remuneration package.
The RC did not seek any external professional advice on remuneration of the directors.
