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Vision & Mission Our Business  Overview Value Chain Products & Brands Our Governance The 2005 Code Board Committees Board of Directors Careers@gar |
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| The Company recognises the importance of and is committed to attaining high standards of corporate governance. The Company complies with a majority of the principles and guidelines of the Code of Corporate Governance 2005 (the "2005 Code"). Pursuant to the listing manual ("Listing Manual") of the Singapore Exchange Securities Trading Limited ("SGX-ST"), this report outlines the Company's corporate governance processes and activities with specific references to the 2005 Code, and provides explanation for deviations. For easy reference, the principles of the 2005 Code are set out in italics. The Board of Directors 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 role of the Company's board of directors (the "Board") is to:
To facilitate directors' attendance, meetings together with agenda items are scheduled in advance, with Board members meeting each quarter. Ad-hoc board meetings are held whenever circumstances require. In 2010, the Board held 5 meetings with 1 held at the end of the financial year which focused on the group's annual budget and strategic issues. Board meetings are chaired in Mauritius where participation by Board members by means of teleconference or similar communication equipment is permitted under the Company's constitution ("Constitution"). The attendance of directors and Board Committee members at meetings of the Board and Board Committees respectively and the number of meetings held, in 2010 are disclosed below: |
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| Newly appointed directors are provided with a formal letter of appointment setting out the terms of appointment, duties and obligations. They are also given the relevant GAR governing documents and contact particulars of senior management. Those who do not have prior experience as a director of a Singapore listed company are required to undergo in-house training on their roles and responsibilities as a director of a listed company in Singapore. Newly appointed non-executive directors who are not familiar with the Group's business may, upon the Chairman/ Nominating Committee's ("NC") recommendation, undergo orientation through overseas trips to familiarise them with the Group's operations. The Company has a training budget to fund any director's participation/attendance at seminars and training programmes that are relevant to his duties as a director, if he/the Chairman/the NC deems it necessary. Principle 2: There should be a strong and independent element on the Board, which is able to exercise objective judgement 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 currently consists of 9 members. All the Board members except the Chairman/Chief Executive Officer, Chief Financial Officer and Executive Director, are non-executive. Of the 6 non-executive directors, 4 are independent directors making up more than one-third of the Board and providing a strong and independent element on the Board. For information on whether each director is executive/non-executive/independent/non-independent, please refer to the above table. Guidelines in the 2005 Code on the various relationships that would deem a director not to be independent have been adopted by the Board. Each director is required to complete an independence checklist form at the time of appointment and annually based on these guidelines. The NC then considers and determines the independence of each director bearing in mind the completed form and any other salient factors. The Board examines its size and, taking into account the scope and nature of operations, considers that the current board size of 9 directors is appropriate to facilitate effective decision making. Board members come from different industries, with vast experience and knowledge, who as a group provide the core competencies for the leadership of the Company. Non-executive directors are encouraged, in line with the Board's role, to constructively challenge and help develop proposals on strategy, and review the performance of management in meeting agreed goals and objectives and monitor the reporting of performance. 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. Our Chairman and Chief Executive Officer is Mr. Franky Oesman Widjaja. We believe that the independent directors have demonstrated a high commitment in their roles as directors and have ensured that there is a good balance of power and authority. In view of the Chairman and Chief Executive Officer posts being held by the same person, the chairman of the Audit Committee ("AC") acts as the lead independent director. The Chairman is also responsible for:
In order to ensure that the Board is able to fulfill its responsibilities, management provides the Board with complete and adequate information in a timely manner. Such information extends to documents on matters to be brought up before the Board at Board meetings, which are circulated to Board members in advance as a general rule, for their review and consideration. Senior staff and professionals, who can provide additional insights into the matters to be discussed at Board meetings, are also invited to be present at meetings, where relevant. As directors may have further enquiries on the information provided, they have separate and independent access to the Company's senior management. Senior management accordingly addresses individual directors' requests for information/ documents. Management provides the Board with financial statements and management reports of the Group on a quarterly basis, and upon request as and when required. Explanation is given by management for material variance (if any) between the projections in the budget and actual results. The directors also have separate and independent access to the company secretary or its nominee who attends all Board meetings. The company secretary's role is defined, and includes responsibility for ensuring that board procedures are followed and that applicable rules and regulations are complied with. Where the directors, either individually or as a group, in the furtherance of their duties, require professional advice, the company secretary or its nominee can assist them in obtaining independent professional advice, at the Company's expense. |
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