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SEE HUP SENG LIMITED
Annual Report 2012
15
Corporate Governance Report
The Board of Directors of See Hup Seng Limited is committed to maintain a high standard of measures, practices and
transparency in the disclosure of material information in line with those set out in the Code of Corporate Governance
2005 (the “Code”) issued by the Ministry of Finance on 14 July 2005.
The Board and Management are taking steps to align the governance framework with the recommendations of the
Code as revised by the Monetary Authority of Singapore on 2 May 2012 (the “2012 Code”).
The following report outlines the Company’s corporate governance processes and structures that were in place
throughout the financial year with specific reference made to the principles and guidelines of the Code which forms
part of the Continuing Obligations of the Singapore Exchange Securities Trading Limited (“SGX-ST”).
Principle 1: Board’s Conduct of its Affairs
Principle 2: Board Composition and Balance
The Board’s primary role is to protect and enhance long-term shareholder value. To fulfill this role, the Board is
responsible for setting the Group’s corporate governance practices and overall strategic direction, establishing goals
and monitoring the achievement of the goals.
For more effective and efficient management, the Board has established a number of Board committees to assist
in the execution of the Board’s responsibilities. Those committees include the Audit, Nominating and Remuneration
Committees function within clearly defined terms of reference which are reviewed on a regular basis. The terms of
reference for the respective committees have incorporated the guidelines under the Code.
The Board meets at least four times a year and at other times as appropriate to address any specific significant
matters and is responsible for the overall management of the Group. Apart from its statutory responsibilities, the Board
approves the Group’s business objectives, strategic plans, key initiatives, implementation plans, funding decisions,
major investment and divestment decisions, appointment and remuneration of the Directors, and ensure that the
structure of the practices of the Board provide for sound corporate governance. In addition, the Board also reviews
the Group’s financial and operational matters, oversees the processes for evaluating the adequacy of internal controls,
risk management, financial reporting and compliance, and satisfies itself as to the adequacy of such processes.
The Board currently has seven Directors, comprising four Executive Directors and three Independent Directors. The
independence of each Director is reviewed annually by the Nominating Committee which has determined that no
individual or small group of individuals dominates the Board’s decision making. Among the Directors are experienced
business leaders, financial and legal professionals. The Nominating Committee as well as the Board is of the view
that the current Board size is appropriate and effective, taking into account the scope and nature of the Company’s
operations, and that the current Board comprises persons who as a group provide core competencies necessary to
meet the Company’s objectives. The profiles of the Directors are set out on pages 10 and 11 of this Annual Report.
The Articles of Association of the Company allow Board meetings to be conducted by way of a teleconference or by
means of similar communication equipment whereby all persons participating in the meeting are able to hear each other.