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The nature of directors' appointment on the Board and details of their membership on Board committees are set out below:
View Terms of Reference
Terms of Reference for Committees
Executive Committee
The ExCo comprises four Board members. They are Messrs Choo Chiau Beng (Chairman), Koh Ban Heng, Cheng Hong Kok and Goon Kok-Loon.
The ExCo reviews, develops and recommends to the Board:
| (1) |
Strategic business directions and plans of the Group. |
| (2) |
Substantial acquisitions and disposal of assets (including securities and business undertakings of the Group). |
| (3) |
Significant joint ventures and matters requiring corporate disclosure under the SGX-ST Listing Manual (as may be amended from time to time). |
| (4) |
Significant matters requiring Board recommendations affecting shareholders' interests in the Company. |
In addition, the ExCo acts as an intermediate forum between the Board and management, facilitating timely review and endorsement of recommendations on the above business matters, subject to the delegation of authority and the final decision of the Board.
The Board has also delegated the oversight responsibility for Enterprise Risk Management (ERM) to the ExCo and an ERM Committee was formed, comprising members of management under the leadership of the Chief Executive Officer.
Nominating & Remuneration Committee
The NRC has four Board members, the majority of whom are independent. They are Messrs Bertie Cheng (Chairman), Choo Chiau Beng, Geoffrey King and Dr Audrey Chin.
The NRC's principal functions are summarised as follows:
| (A) |
On evaluation, appointment, nomination and re-appointment of a director, the committee:
| (1) |
Reviews the background, academic and professional qualifications of nominees. |
| (2) |
Ensures that all directors submit themselves for re-nomination and re-election at least once in every three years. |
| (3) |
Determines the independence of the directors annually. |
| (4) |
Proposes criteria for the objective performance evaluation of the Board. |
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| (B) |
On the remuneration of directors and key employees of the Company, the committee:
| (1) |
Establishes a competitive remuneration framework to attract, retain and motivate directors and key employees. |
| (2) |
Reviews the Company's relative performance and the performance of individual directors and key executives and considers their remuneration in totality with long-term incentive schemes such as share option and share-based schemes. |
| (3) |
Assesses the performance of the Executive Director. |
| (4) |
Administers and implements share option and share-based schemes of the Company in accordance with the rules of such schemes and determines offers of options or awards of share grants to directors and key employees. |
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Audit Committee
The AC comprises four independent directors, and they are Dr Audrey Chin (Chairperson), Messrs Bertie Cheng, Geoffrey King and Goon Kok-Loon. The AC members amongst them, have substantial financial experience and legal qualifications.
The AC meets at least four times a year and holds additional meetings when required, in order to assist the Board to fulfill its fiduciary and statutory responsibilities relating to financial management and corporate accountability to the shareholders of SPC.
In addition to its principal functions, the AC also plays a role in raising, developing and sustaining the high standards of corporate governance of the Company.
The AC's main functions are summarised as follows:
| (1) |
Review and ensure compliance with the requirements of the SGX-ST Listing Manual pertaining to the AC's functions. |
| (2) |
Follow the guidelines set out in the Code when performing its duties and responsibilities, wherever possible. |
| (3) |
Review Interested Person Transactions. |
| (4) |
Review reports received pursuant to the provisions of the SPC Whistleblower Policy and undertake the proceedings as prescribed. |
| (5) |
Review with the external and internal auditors their respective audit plans, scope, reports, findings and actions taken by management on the findings. |
| (6) |
Serve as an independent party to review the financial statements presented by management to shareholders, regulators and the general public. |
| (7) |
Review the independence of the external auditors annually and recommend the appointment and remuneration of the external auditors. |
| (8) |
Maintain, by holding regular meetings, open lines of communication among the Board members, the external auditors and the internal auditors to exchange views and information as well as to affirm their respective roles and responsibilities. |
| (9) |
Investigate any matter within its terms of reference, full access to and co-operation by management and full discretion to invite any director or executive officer to attend its meetings, and reasonable resources to enable it to discharge its functions properly. |
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