TUNG LOK RESTAURANTS (2000) LTD / Annual Report
2016
11
Corporate Governance Report
1.3 Delegation of authority
on certain Board matters
To facilitate effective management, certain functions have been delegated to various Board
Committees, namely the Executive Committee (“
EXCO
”), Nominating Committee (“
NC
”),
Remuneration Committee (“
RC
”) and Audit and Risk Committee (“
ARC
”), each of which has
its own defined scope of duties and written terms of reference setting out the manner in
which it is to operate. The Chairman of the respective Committees will report to the Board
on the outcome of the committee meetings. Minutes of the Board Committee meetings are
made available to all Board members. The terms of reference and composition of each Board
Committee can be found in this report. The effectiveness of each Board Committee is also
constantly reviewed by the Board. They assist the Board operationally without the Board
losing authority over major issues.
The EXCO assists the Board in the management of the Group as it works toward its
objectives. The EXCO will provide entrepreneurial leadership and strategic stewardship, as
well as set strategic objectives for the Group. The EXCO comprises four directors of whom
two are non-independent and non-executive directors, one is an executive director and one
is an independent and non-executive director as follows:
- Mr Goi Seng Hui (Chairman)
- Mdm Ng Siok Keow
- Dr Tan Eng Liang
- Mr Tjioe Ka Men
1.4 Board to meet regularly The Board conducts regular scheduled meetings. Additional or ad-hoc meetings are
convened in circumstances deemed appropriate by the Board members. Board papers
incorporating sufficient information from Management are forwarded to the Board members
in advance of a Board Meeting to enable each member to be adequately prepared.
The Company’s Constitution allow a board meeting to be conducted by way of tele-
conference or by means of a similar communication equipment through which all persons
participating in the meeting can communicate with each other simultaneously and
instantaneously.
At the Board meeting, the directors are free to discuss and openly challenge the views
presented by Management and the other directors.
In lieu of physical meetings, written resolutions are circulated for approval by members of the
Board.
The frequency of meetings and attendance of each director at every board and board
committee meeting for FY16 are disclosed below:-
ATTENDANCE AT BOARD & BOARD COMMITTEE MEETINGS
Directors
Board
Executive
Audit & Risk
Nominating
Remuneration
No. of
Meetings Attendance
No. of
Meetings Attendance
No. of
Meetings Attendance
No. of
Meetings Attendance
No. of
Meetings Attendance
Tjioe Ka Men
4
4
2
2
NA
NA
1
1
NA
NA
Tjioe Ka In
4
4
NA
NA
NA
NA
NA
NA
NA
NA
Tan Eng Liang
4
4
2
1
4
4
1
1
1
1
Ker Sin Tze
4
4
NA
NA
4
4
1
1
1
1
Goi Seng Hui
4
4
2
2
4
3
1
1
NA
NA
Chee Wai Pong
4
4
NA
NA
4
4
1
1
1
1
Ng Siok Keow
4
4
2
2
4
1*
NA
NA
NA
NA
NA – not applicable.
* Mdm Ng Siok Keow resigned as a member of the Audit and Risk Committee on 18 August 2015.
