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Corporate Governance Report
NATURAL COOL HOLDINGS LIMITED
Annual Report 2011 25
The Board of Directors and Management of the Company continue to recognise the importance of
corporate governance and maintain a high standard of accountability to its shareholders by complying with
the recommendations made by the Code of Corporate Governance 2005 issued by the Ministry of Finance
on 14 July 2005 (the “Code”). For the year ended 31 December 2011, the Company has generally adhered
to the principles and guidelines as set out in the Code.
(A) BOARD MATTERS
BOARD’S CONDUCT OF ITS AFFAIRS
Principle 1: Every company should be headed by an effective Board to lead and control the company. The
Board is collectively responsible for the success of the company. The Board works with Management to
achieve this and the Management remains accountable to the Board.
The primary role of the Board is to protect and enhance long-term shareholder value. It develops the
overall strategy for the Company and its subsidiaries (collectively, the “Group”) and supervises its
management. To fulfll this role, the Board is responsible for the overall corporate governance of the Group,
including providing leadership, developing its strategic direction, establishing risk policy and goals for the
management as well as monitoring the achievement of these goals.
To assist in the execution of its responsibilities, the Board has established a number of committees,
including an Audit Committee (“AC”), a Nominating Committee (“NC”) and a Remuneration Committee
(“RC”). These committees are chaired by Independent Directors and function within clearly defned terms
of reference and operating procedures.
The Board conducts regularly scheduled meetings. Ad-hoc meetings are convened when circumstances
require. To facilitate the attendance and participation of Directors at Board meetings, the Company’s
Articles of Association allow Board meetings to be conducted by means of telephone conference or other
methods of simultaneous communication by electronic or telegraphic means.
For the fnancial year ended 31 December 2011, the Board met on three occasions. The attendance of the
Directors at meetings of the Board and Board committees, as well as the frequency of such meetings is
disclosed on page 35 of this Annual Report.
The Company recognises the importance of appropriate training for its Directors. Newly appointed
Directors are given an orientation and will be briefed on the business activities of the Group and its
strategic directions, as well as their duties and responsibilities as Directors.
The Directors will also be briefed from time to time on regulatory changes which have an important bearing
on the Company and the Directors’ obligations towards the Company.
BOARD COMPOSITION AND GUIDANCE
Principle 2: There should be a strong and independent element on the Board, which is able to exercise
objective judgment on corporate affairs independently, in particular, from Management. No individual or
small group of individuals should be allowed to dominate the Board’s decision making.
The Board presently comprises:
1. Mr Steven Chen Choon Khee - Executive Chairman
2. Mr Joseph Ang Choon Cheng – CEO