–
Overseeing the processes for evaluating the adequacy of internal controls and risk management, financial
reporting and compliance;
–
Approving the nominations of board directors and oversees succession planning. Assuming responsibility
for compliance with the Companies Act and other regulatory bodies; and
–
Setting the Company’s values and standards and ensuring that its obligations to its shareholders and
others are understood and met.
Financial and other matters that require the Board’s approval are set out in the Group’s Financial Procedures
Manual (“FPM”) which is reviewed and updated periodically. All policies and procedures on financial matters
including approval limits and authorities are clearly defined in the FPM. Other matters specifically reserved to
the Board for decision include strategic planning, corporate or financial restructuring, material acquisitions and
disposals of assets, annual budget, capital expenditure, share issuances, share buy-backs and dividends.
To ensure that specific issues are subject to in-depth and timely review, certain functions have been delegated
to various Board Committees, which would submit their recommendations or decisions to the Board. The
Board Committees constituted by the Board are the Audit Committee, the Nominating Committee and the
Remuneration Committee. Each of these Board Committees has its own terms of reference.
Board meetings are scheduled quarterly for the purpose of,
inter alia
, approving the release of the Group’s
financial results. Ad hoc Board meetings are also held whenever the Board’s guidance or approval is required.
Important and critical matters concerning the Company are also tabled for the Board’s decision by way of
written resolutions, faxes and electronic mails. The Company’s Articles of Association allow a Board meeting to
be conducted by way of videoconference, teleconference and other forms of electronic communication.
A total of four Board meetings were held in 2015. The number of Board committee meetings as well as Board
members’ attendance thereat is set out below:
Board
Audit
Committee
Remuneration
Committee
Nominating
Committee
No. of Meetings Held
4
4
2
3
Attended Attended Attended Attended
Mr. Robert S. Lette
4/4
4/4
2/2
3/3
Mr. Peter Tan Boon Heng
4/4
4/4
N/A
N/A
Mr. Steven Chong Teck Sin
4/4
4/4
2/2
3/3
Mr. Sunny Wong Fook Choy
4/4
4/4
2/2
2/2
Mr. Lou Yiliang*
1/1
N/A
N/A
N/A
Mr. Teruo Kiriyama*
1/1
N/A
N/A
N/A
Mr. Neal M. Chandaria*
1/1
N/A
N/A
N/A
*
Messrs. Lou Yiliang, Teruo Kiriyama and Neal M. Chandaria were appointed directors of the Company on 2 November 2015.
I N N O T E K L I M I T E D
A N N U A L R E P O R T 2 0 1 5
18
CORPORATE
GOVERNANCE REPORT
