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NATURAL COOL HOLDINGS LIMITED
Annual Report 2011 28
Corporate Governance Report
The NC has recommended to the Board that Dr Wu Chiaw Ching, Mr Lim Siang Kai, and Mr William da
Silva be nominated for re-appointment at the forthcoming AGM.
The NC also reviewed whether a director who has multiple board representations is able to and has been
performing his duties as a Director effectively and further ensured that internal guidelines adopted to
address the competing time commitments are relevant and are adhered to. All directors are required to
declare their board representations. As a result of the NC’s review, the NC is of the view that Mr Lim Siang
Kai, Dr Wu Chiaw Ching and Mr Steven Chen Choon Khee, who sit on multiple boards, are able to and
have been performing their duties as Directors of the Board satisfactorily.
Each member of the NC abstains from voting on any resolutions and making any recommendation and/or
participating in discussion on matters in which he is interested.
BOARD PERFORMANCE
Principle 5: There should be a formal assessment of the effectiveness of the Board as a whole and the
contribution by each director to the effectiveness of the Board.
A measure of the Board’s performance is its ability to lend support to Management, especially in times of
crisis and to steer the Company in the right direction. The fnancial indicators set out in the Code as guides
for the evaluation of directors are in our opinion more of a measure of management’s performance and
hence are less applicable to directors. In any case, such fnancial indicators provide only a snapshot of a
company’s performance and do not fully measure the sustainable wealth creation and shareholder value of
the Company in the long term.
The NC has used its best efforts to ensure directors appointed to the Board collectively possess the
necessary background, experience and knowledge in our industry and relevant geographic areas, and in
business and fnance and have the appropriate management skills critical to the Company’s business and
that each independent director brings to the Board an independent and objective perspective to enable
balanced and well-considered decisions to be made.
A review of the Board’s performance is undertaken collectively by the Board annually and informally on a
continuous basis by the NC with input from the other Board members and CEO. Renewals or replacement
of Board members, when it occurs, do not necessarily refect their contributions to date, but may be driven
by the need to position and shape the Board in line with the medium term needs of the Company and its
business.
ACCESS TO INFORMATION
Principle 6: In order to fulfill their responsibilities, Board members should be provided with complete,
adequate and timely information prior to Board meetings and on an on-going basis.
Directors are from time to time furnished with detailed information concerning the Group to enable them
to be fully cognizant of the decisions and actions of the Management. All Directors have unrestricted
access to the Company’s records and information. Detailed Board papers are prepared for each meeting
of the Board and are normally circulated three days in advance of each meeting. The Board papers include
suffcient information from Management on fnancial, business and corporate issues to enable the Directors
to be properly briefed on issues to be considered at Board meetings. All Independent Directors have
access to all levels of senior executives in the Group, and are encouraged to speak to other employees to
seek additional information if they so require.