TUNG LOK RESTAURANTS (2000) LTD / Annual Report
2016
14
Corporate Governance Report
2.7 Role of non-executive
directors
The Board comprises five non-executive directors who review Management’s performance
and monitor the reporting of performance. They constructively challenge and help develop
proposals on strategy.
2.8 Meetings of non-
executive directors
Where warranted, non-executive directors meet without the presence of Management or
executive directors to review any matter that may be raised privately.
Principle 3: Chairman and Chief Executive Officer
(“
CEO
”)
There should a clear division of responsibilities between the leadership of the Board and the executives responsible for
managing the Company’s business. No one individual should represent a considerable concentration of power.
3.1 Chairman and CEO
should be separate persons;
division of responsibilities
should be clearly
established
Mr Tjioe Ka Men is the Executive Chairman of the Company. He manages the overall
business of the Group and is responsible for setting the strategic direction and vision of the
Group. Mr Tjioe bears the responsibility for the workings of the Board and, together with
ARC, ensures the integrity and effectiveness of the governance process of the Board. All
major financial decisions made by him are also reviewed by the EXCO and/or ARC. Mr
Tjioe’s performance and appointment to the Board are reviewed periodically by the NC
and his remuneration package is governed by the recommendation of the RC. As there is
a sufficiently strong independent element on the Board to enable independent exercise of
objective judgment on corporate affairs of the Group by members of the Board, the Board
believes that there are adequate safeguards in place against an uneven concentration of
power and authority in a single individual.
The Board is of the view that, given the scope and nature of the operations of the Group
and the strong element of independence of the Board, it is not necessary to separate the
functions of Executive Chairman and Chief Executive Officer.
3.2 Chairman’s role
Mr Tjioe Ka Men’s duties as Executive Chairman includes:
(1)
Leading the Board to ensure its effectiveness on all aspects of its role;
(2)
Setting the agendas for Board meetings and ensures sufficient allocation of time for
thorough discussion;
(3)
Promoting an open environment for debate at the Board;
(4)
Ensuring that the directors receive complete, adequate and timely information;
(5)
Ensuring effective communication with the shareholders;
(6)
Encouraging constructive relations within the Board and between the Board and
Management;
(7)
Facilitating the effective contribution of non-executive directors; and
(8)
Promoting high standards of corporate governance and ensuring that procedures are
introduced to comply with the Code.
3.3 Appointment of lead
independent director (“
LID
”)
where the Chairman and
CEO is the same person,
Chairman and CEO are
immediate family members,
Chairman is part of the
Management team or is not
an independent director
Dr Tan Eng Liang, who is currently an Independent Non-Executive Director, the Chairman of
the Audit and Risk Committee and a member of the Executive, Nominating and Remuneration
Committees of the Company, was appointed as the Lead Independent Director (“
LID
”) on
31 May 2013. The LID is available to shareholders in circumstances where shareholders’
concerns raised through normal channels to the Executive Chairman or Chief Financial
Officer have failed to resolve or where such contact is inappropriate.
3.4 Led by the LID, the
independent directors meet
periodically without the
presence of other directors
Dr Tan Eng Liang, the LID, leads and encourages dialogue between independent directors
without the presence of the other directors and provides feedback to the Chairman.
