REPORT ON CORPORATE GOVERNANCE
Annual Report 2015
Karin Technology Holdings Limited
21
New director is provided a formal letter setting out the director’s duties and obligations. The Company makes available
to each new Director an opportunity to discuss and obtain briefing on the Company’s operations to ensure that he is
familiar with the Company’s business and governance practices and inform each new Director of the Company’s policies
which affect Directors.
The Directors were updated on major events of the Group by the Management. The Directors were briefed and updated
on the business and organization structure of the Group and its strategic plans and objectives from time to time. The
Directors were provided sufficient information about major long-term trends and strategic alternatives available to the
Company.
The Board recognizes the importance of appropriate orientation, training and continuing education for its Directors.
The Company provides training to Directors annually on changes to the relevant new laws, regulations and changing
commercial risks. During FY2015, one training session was provided to Directors by the Company’s legal advisor. The
Directors were furnished with updates on the relevant laws such as changes to the Listing Manual of the Singapore
Exchange Securities Trading Limited (“
SGX-ST
”). The Directors will also receive updates to the accounting standards from
the external auditors. The Company makes available to the Directors, at the Company’s cost, training or professionally
conducted programmes regarding director responsibilities, changes to the relevant new laws and other matters related
to service on the Board.
PRINCIPLE 2 – BOARD COMPOSITION AND BALANCE
The Board comprises six Directors, three of whom are independent. There is an independent element on the Board,
with Independent Directors constituting half of the Board. Key information of the Board is found on pages 8 to 10 of
the Annual Report.
The independence of each Director is reviewed by the Nominating Committee (“
NC
”). The NC adopts the 2012 Code
definition of what constitutes an Independent Director in its review. The Board considers an “independent” director as one
who has no relationship with the Group, its related companies, its 10% shareholders or its officers that could interfere,
or be reasonably perceived to interfere, with the exercise of the director’s independent business judgment with a view
to the best interests of the Company and Group. The Board is of the view that all the three Non-executive Directors are
independent. The Board is able to exercise independent judgment on corporate affairs and provide management with
a diverse and objective perspective on issues.
For the purpose of evaluating the true independence of directors who have served beyond nine years from the date of
his appointment, the NC had set out the evaluation criteria, which includes among others, review of expression of views
independently at all times, objective and constructive challenge to assumptions and viewpoints by the Management and
involvement in deliberations at Boardroom. The Board also considered the need for progressive refreshing of the Board.
The NC had conducted a rigorous evaluation on Mr. Lim Yew Kong, John and Prof. Ng Tung Sang who have served
beyond nine years. The Board has benefited greatly from the presence of Mr. Lim Yew Kong, John and Prof. Ng Tung
Sang who have over time gained valuable insight into the Group and as a result provided the Board with discussions
containing their objective, constructive and independent views. The Board agreed that the progressive refreshing of the
Board should come around the concept of performance management within a culture that demands accountability of
directors and future needs of the Board for long-term success of the Company. The independence of Mr. Lim Yew Kong,
John and Prof. Ng Tung Sang was not in any way affected or impaired by the length of service. The Board is satisfied
that Mr. Lim Yew Kong, John and Prof. Ng Tung Sang have remained independent in their judgement and can continue
to discharge their duties objectively. No NC member is involved in the deliberation in respect of his independence.
