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Food Empire Holdings Limited Annual Report 2013
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C) CHAIRMAN AND CHIEF EXECUTIVE OFFICER (cont’d)
- Principle 3: Clear division of responsibilities at the top of the Company (cont’d)
The CEO, Mr. Sudeep Nair, is responsible for overseeing the overall management, planning and execution of the Group’s business and
marketing strategies.
In addition, the Executive Chairman has responsibility for the workings of the Board and ensuring the integrity and effectiveness of its
governance processes. The Executive Chairman is also responsible for representing the Board to shareholders, ensuring that Board
meetings are held when necessary, setting the Board meeting agendas and ensuring that the Board members are provided with adequate
and timely information. Regular meetings are scheduled to enable the Board to perform its duties. Agendas are prepared in consultation
with management as well as the Company Secretary.
Although the Executive Chairman is part of the management team, the NC and the Board were of the view that appointing a lead Independent
Director was not necessary, as all the Board Committees are chaired by an Independent Director and the majority comprises Independent
Directors, are available to receive and deal with any complaints or issues.
D) BOARD MEMBERSHIP
- Principle 4: Formal and transparent process of appointment of new Directors
The NC comprises:
Mr. Lew Syn Pau
(Chairman)
Mr. Ong Kian Min
Mr. Tan Wang Cheow
Mr. Boon Yoon Chiang
The scope and responsibilities of the NC include:
1) identifying candidates and reviewing all nominations for all appointments and re-appointments to the Board of Directors, including
making recommendations on the composition of the Board and balance between Executive and Non-executive Directors;
2) reviewing the Board structure, size and composition;
3) reviewing the strength and attributes of the existing Directors including assessing the effectiveness of the Board as a whole and the
contribution by individual Directors;
4) reviewing the independence of Directors annually;
5) considering and making recommendations on nominations of Directors retiring by rotation;
6) reviewing Board succession plans for Directors, in particular, the Chairman of the Board and for the CEO;
7) making recommendations to the Board on comprehensive training and professional development programs for the Board;
8) making recommendations to the Board for the continuation (or retirement) of any Director who has reached the age of seventy; and
9) deciding whether or not a Director is able to and has adequately carried out his duties as a Director of the Company, particularly when
they have multiple Board representations.
corporate governance