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SEE HUP SENG LIMITED

Annual Report 2012

17

Corporate Governance Report

Principle 3: Role of Chairman and CEO

The Executive Chairman, Mr Lim Siok Kwee, Thomas, continue to lead the Group in charting its strategic direction,

as well as overseeing the core business operations and handling the business development and corporate affairs with

the support of the Managing Director.

Mr Tan Thoo Chye, Jimmy as the Managing Director is responsible for overseeing and managing the day-to-day

operations of the Group’s business with the support of Executive Directors.

Principle 4: Board Membership

The Nominating Committee (the “NC”) comprises three members, majority of whom including the Chairman, are

Independent Directors:

•

Foo Meng Kee (Chairman)

•

Teo Choon Kow, William

•

Tan Thoo Chye, Jimmy

The terms of reference for the NC had been amended to be in line with the recommendations of the 2012 Code. The

principal functions of the NC are summarized as follows:

i.

Reviews and makes recommendations to the Board on all Board appointments;

ii.

Reviews and recommends newly-appointed Directors and Directors retiring by rotation for re-election at regular

intervals;

iii.

Reviews the Board structure, size and composition and makes recommendations to the Board with regards to

any adjustment that are deemed necessary;

iv.

Determines the independence of each Director;

v.

Makes recommendations to the Board for the continuation of services by any Director who has reached the

age of seventy (70) years or otherwise;

vi.

Assesses the effectiveness of the Board and its Board committees, the performance and contribution of each

Director;

vii.

Decides whether a Director is able to and has been adequately carrying out his duties as a Director of the

Company, particularly when the Director has multiple Board representations; and

viii.

Reviews training and professional development programs for the Board.

Each member of the NC abstains from voting on any resolutions and making any recommendation and/or participating

in respect of matters in which he is interested.

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