Page 28 - ar2011

NATURAL COOL HOLDINGS LIMITED
Annual Report 2011 26
Corporate Governance Report
3. Mr Eric Ang Choon Beng – Executive Director
4. Mr Tsng Joo Peng – Executive Director
5. Mr Lim Siang Kai – Lead Independent Director
6. Dr Wu Chiaw Ching –Independent Director
7. Mr William da Silva – Independent Director
Key information regarding the Directors is given in the section entitled “Board of Directors” on Page 16 in
this Annual Report.
The independence of each Director is reviewed annually by the NC. The NC adopts the Code’s defnition
of what constitutes an Independent Director in its review. The NC is of the view that the three Independent
Directors (who represent more than one-third of the Board) are independent.
The NC is of the view that the present constitution of the Board allows it to exercise objective judgement
on corporate matters. The Board believes that the combined experience, knowledge and expertise of the
Directors will provide for effective decision-making and leadership for the Company.
At Board meetings, the Directors discuss corporate strategy, budgets and fnancial objectives as well
as the challenges arising from the changes in the evolving competitive landscape, openly debating and
exercising objective judgement while always acting in the best interests of all shareholders.
The NC is of the view that the current board size is appropriate, taking into account the nature and scope
of the Company’s operations.
CHAIRMAN AND CHIEF EXECUTIVE OFFICER
Principle 3: There should be a clear division of responsibilities at the top of the company – the working
of the Board and the executive responsibility of the company’s business – which will ensure a balance of
power and authority, such that no one individual represents a considerable concentration of power.
The positions of Chairman and CEO are held by separate individuals who are Executive Directors and
founders of the Group. Mr Steven Chen Choon Khee and Mr Joseph Ang Choon Cheng are the
Executive Chairman and Chief Executive Offce (“CEO”) respectively. They are substantial shareholders
of the Company. Each of them plays an instrumental role in developing the business of the Group and
has provided the Group with strong leadership and vision. The Executive Chairman assumes the
responsibility of the Chairman of the Board and is responsible for the overall leadership of the Board. He
also encourages constructive relations between the Board members and Management and facilitates the
effective contribution of Non-Executive Directors. He is also responsible for ensuring compliance with the
Company’s guidelines on corporate governance.
The CEO works with the Board to determine the strategy for the Group and is responsible for the Group’s
business performance. The CEO also works with the senior management of the Group to ensure that the
Group operates in accordance with its strategic and operational objectives.
In consultation with the CEO and with input from Management, the Chairman approves meeting schedules
of the Board, the agenda for Board meetings and is advised of the Board Committee meetings. Board
papers are sent to Directors at least three days in advance in order for Directors to be adequately prepared
for the meeting. Management staff who have prepared the papers or who can provide additional insight
into the matters to be discussed, are invited to carry out presentations or attend the Board meeting at the
relevant time.