TUNG LOK RESTAURANTS (2000) LTD / Annual Report
2016
12
Corporate Governance Report
1.5 Matters requiring Board
approval
Matters which are specifically reserved for decision by the Board include those involving
material acquisitions and disposals of assets, corporate or financial restructuring and share
issuance, interim dividends and other returns to shareholders, and substantial transactions
which have a material effect on the Group. Specific Board approval is required for any
investments or expenditure exceeding S$200,000/-.
1.6 and 1.7 Directors to
receive appropriate training;
Formal letter to be provided
to directors, setting out
duties and obligations upon
appointment
There was no new Director appointed in FY16. Upon appointment of a new director, the
Company provides a formal letter to the director, setting out the Director’s duties and
obligations; policies on disclosure of interests in securities, prohibitions on dealings in the
Company’s securities and restriction on disclosure of price-sensitive information; Annual
Report and Code; Company’s constitutional document; Singapore Exchange Securities
Trading Limited (“
SGX-ST
”) Listing Manual Section B: Rules of Catalist (“
Rules of Catalist
”)
and relevant legislations; and other pertinent information for his/her reference. New Directors
are briefed on the Group’s structure, businesses, governance policies and regulatory issues.
The Executive Chairman ensures that Board members are provided with complete, adequate
and timely information on a regular basis to enable them to be fully cognizant of the affairs of
the Group.
From time to time, the Company’s internal and external auditors, legal advisors, financial
advisors and the Company Secretary will advise the directors or if necessary, conduct
briefings to the directors on relevant regulations, new accounting standards and corporate
governance practices as well as updates on any changes in the Companies Act and the
Rules of Catalist. Directors also have the opportunities to visit the Group’s operation facilities
in order to have a better understanding of its business operations.
The Company has available budget for directors to receive further training to enhance their
skills and knowledge, particularly on relevant new laws, regulations, changing commercial
risks and financial literacy from time to time. Relevant courses include programmes
conducted by the Singapore Institute of Directors or other training institutions. Directors and
senior executives participated in relevant trainings.
During FY16, the Directors had received updates on regulatory changes to the Rules of
Catalist and the accounting standards as well as amendments to the Companies Act.
Principle 2: Board Composition and Guidance
There should be a strong and independent element on the Board, which is able to exercise objective judgment on corporate
affairs independently, in particular, from Management and 10% shareholders. No individual or small group of individuals should
be allowed to dominate the Board’s decision making.
2.1 and 2.2 Strong and
independent element on the
Board, with independent
directors making up at least
one-third of the Board
The Board comprises seven (7) directors, of whom two (2) are executive directors, three
(3) are independent and non-executive directors and two (2) are non-independent and
non-executive directors. As at the date of this report, the Board comprises the following
members:
- Mr Tjioe Ka Men (Executive Chairman)
- Mdm Tjioe Ka In (Executive Director)
- Dr Tan Eng Liang (Independent and Non-Executive Director)
- Dr Ker Sin Tze (Independent and Non-Executive Director)
- Mr Chee Wai Pong (Independent and Non-Executive Director)
- Mdm Ng Siok Keow (Non-independent and Non-Executive Director)
- Mr Goi Seng Hui (Non-independent and Non-Executive Director)
Currently, the Board has a strong and independent element as three out of seven board
members (or 43%) are independent. This enables the Board to exercise independent
judgement on corporate affairs and provide Management with a diverse and objective
perspective on issues.
