The Articles of Association of the Company provide that at least one third of the Directors for the time being,
share retire as Directors at each annual general meeting of the Company (“AGM”). All new Directors appointed
by the Board shall hold office until the next AGM, and are eligible for re-election at the said AGM.
In accordance with the Articles of Association of the Company, Mr. Steven Chong Teck Sin is due to retire by
rotation at the 2016 AGM and have offered himself for re-election at the 2016 AGM. Messrs. Lou Yiliang, Teruo
Kiriyama and Neal M. Chandaria being directors appointed by the Board in 2015, will also retire and have offered
themselves for re-election at the 2016 AGM.
The Code states that the independence of any director who has served on the Board beyond nine years from the
date of his first appointment should be subject to particularly rigorous review. In this regard, the Nominating
Committee noted that Mr. Robert S. Lette, had served the Board for more than 14 years and would be deemed
non-independent under the Code. Mr. Tan having been an Executive Director within the last three years and
Mr. Chandaria is a representative of the major shareholder, Advantec Holding S.A. are also deemed to be
Non-Independent.
Taking the recommendation of the Code on refreshing the Board, in November 2015, the Board appointed
Messrs. Lou Yiliang, Teruo Kiriyama and Neal M. Chandaria as directors of the Company. With the new additions
to the Board, the Board considers its current Board structure, size and composition appropriate for the Group’s
present operations. Non-Executive directors constructively challenge and help develop proposals on strategy
and review the performance of Management. With the core competencies of members of the Board in various
fields of finance, business, industry and strategic planning, their stature, and wealth of international business
experience, the Company is well positioned to chart new frontiers for the InnoTek Group. The Directors actively
participate and engage Management in setting goals and objectives for the Company and the Group and monitor
the reporting of performance.
Composition of Board and Board Committees
Director
Board
membership
Audit
Committee
Nominating
Committee
Remuneration
Committee
Mr. Robert S. Lette
Non-Executive
Chairman
Member
–
Member
Mr. Peter Tan Boon Heng
Non-Independent
Director
–
–
–
Mr. Steven Chong Teck Sin
Independent
Director
Chairman
–
Member
Mr. Sunny Wong Fook Choy
Independent
Director
–
Member
Chairman
Mr. Lou Yiliang
Executive Director
–
–
–
Mr. Teruo Kiriyama
Independent
Director
Member
Chairman
–
Mr. Neal M. Chandaria
Non-Independent
Director
–
Member
–
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
20
CORPORATE
GOVERNANCE REPORT
