Training for Directors
Newly appointed Directors are briefed on the Group’s business activities, strategic direction, corporate
governance practices as well as their statutory and other duties and responsibilities. In addition, new Directors
are given a memorandum outlining their obligations, duties and responsibilities to the Company. As and when
new regulations and changes to regulations and accounting standards which have an important bearing on the
Company’s or Directors’ disclosure obligations, Directors will be briefed either during the Board meetings or
through memorandum and emails. Where appropriate, Directors are encouraged to attend courses, conferences
and seminars in relevant fields. All new Directors will have an opportunity to visit Group’s offices and plants
overseas to familiarize themselves with the InnoTek Group’s businesses.
BOARD COMPOSITION AND GUIDANCE
Principle 2: Strong and independent Board
The Board comprises seven directors, three of whom are independent non-executive directors. During the year,
Mr. Peter Tan Boon Heng, the Executive Director (“ED”) of the Company stepped down from his executive role end
April 2015. In May 2015, an Executive Committee (“ExCo”) comprising Mr. Peter Tan Boon Heng as Chairman of
the ExCo with members from the Group’s management in our China operations was formed to oversee matters
previously undertaken by the ED.
Despite the Board having four non-independent directors, it is able to exercise objective judgment on corporate
affairs independently, in particular from Management, as there is a strong and independent element on the
Board with independent Directors making up more than one-third of the Board.
The Board comprises the following members:–
1)
Mr. Robert S. Lette (Chairman)
Non-Executive and Non-Independent
2)
Mr. Peter Tan Boon Heng
Non-Executive and Non-Independent
3)
Mr. Steven Chong Teck Sin
Non-Executive and Independent
4)
Mr. Sunny Wong Fook Choy
Non-Executive and Independent
5)
Mr. Lou Yiliang
Executive and Non-Independent
6)
Mr. Teruo Kiriyama
Non-Executive and Independent
7)
Mr. Neal M. Chandaria
Non-Executive and Non-Independent
Profiles of the current directors are set out in the Board of Directors’ section of this Annual Report.
The Nominating Committee is responsible for reviewing the independence of each Director based on the
guidelines set out in the Code. For the financial year ended 31 December 2015, Messrs. Steven Chong Teck Sin,
Sunny Wong Fook Choy and Teruo Kiriyama were considered by the Nominating Committee to be independent
as they do not have any material business relationship with the InnoTek Group and neither are they related to
any of the other Directors or substantial shareholders of the InnoTek Group. Annually, each independent director
is required to submit a confirmation of independence based on the guidelines provided in the Code.
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
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CORPORATE
GOVERNANCE REPORT
