Page 35 - ar2012

CORPORATE GOVERNANCE

BOARD OF DIRECTORS

Presently, the Board comprises: -

Mr. Tan Wang Cheow

Executive Chairman

Mr. Sudeep Nair

Chief Executive Officer

Mdm. Tan Guek Ming

Non-executive Director

Mr. Hartono Gunawan

Non-executive Director

Mr. Koh Yew Hiap

Non-executive Director

Mr. Lew Syn Pau

Independent Non-executive Director

Mr. Ong Kian Min

Independent Non-executive Director

Mr. Boon Yoon Chiang

Independent Non-executive Director

A)

BOARD MATTERS

- Principle 1: Effective Board to lead and control the Company

The principal functions of the Board are:

1)

supervising the management of the business and affairs of the Company and the Group;

2)

approving board policies, overall strategic plans, key operational initiatives, financial objectives of the Group;

3)

reviewing and monitoring the performance and rewarding of key management;

4)

overseeing the processes for evaluating the adequacy of internal controls, risk management, financial reporting

and compliance;

5)

approving the nomination of the Board of Directors and appointment of key personnel;

6)

approving annual budgets, major funding, investment and divestment proposals; and

7)

assuming responsibility for corporate governance.

To facilitate effective management, the Board has delegated certain functions to various Board Committees. The Board Committees

operate under clearly defined terms of reference. The Chairmen of the respective Committees will report to the Board the outcomes

of the Committee meetings.

There are three Board Committees: -

-

Audit Committee (“AC”)

-

Remuneration Committee (“RC”)

-

Nominating Committee (“NC”)

Other matters which specifically require the full Board’s decisions are those involving conflicts of interests of a substantial shareholder

or a Director, material acquisitions and disposal of assets, corporate or financial restructuring and share issuances, dividends and

other returns to shareholders.

The Board conducts scheduled meetings on a quarterly basis. Ad-hoc meetings are convened as and when circumstances require.

The attendance of the Directors at meetings of the Board and Board Committees in FY2012 as well as the frequency of these

meetings, are disclosed as follow:

Meeting

Board

Audit

Committee

Nominating

Committee

Remuneration

Committee

Tan Wang Cheow

4/4

N/A

1/1

N/A

Ong Kian Min

4/4

1/1

3/3

Lew Syn Pau

4/4

1/1

3/3

Tan Guek Ming

4/4

N/A

3/3

Sudeep Nair

4/4

N/A

Boon Yoon Chiang

4/4

1/1

2/3

Hartono Gunawan

3/4

N/A

Koh Yew Hiap

4/4

N/A

3/3

33

Food Empire Holdings Limited Annual Report 2012