REPORT ON CORPORATE GOVERNANCE
Karin Technology Holdings Limited
Annual Report 2015
22
With half of the Board deemed to be independent, the Board is able to exercise independent judgment on corporate
affairs and provide management with diverse and objective perspective on issues. The Board interacts and works through
robust exchange of ideas and views to help shape the Group’s strategic decision.
The Board has examined its size and is of the view that it is an appropriate size for effective decision-making, taking
into account the scope and nature of the operations of the Company. The Board is of the view that no individual or
small group of individuals dominates the Board’s decision-making process. As a team, the Board collectively provides
core competencies in the areas of finance, business and electronic engineering. One of the independent directors has
expertise in the industry of electrical and electronic engineering and he is instrumental in providing industry knowledge
for effective oversight and guidance.
The Board is of the view that the current Board consists of the appropriate mix of expertise and experience to provide
the necessary guidance to lead and direct the Group. Qualifications and experiences of the Board members are set out
on pages 8 to 10 of the Annual Report. The Board will constantly examine its size with a view of determining its impact
on its effectiveness.
Independent Directors review the performance of the management of the Company. To facilitate a more effective check
on management performance, Independent Directors meet regularly, at least once annually, without management present.
The primary role of the Independent Director is to act as a check and balance on the acts of the Board and Management
of the Company which in summary, the Independent Director is to promote the best interests of minority shareholders
and as a whole, promote the interests of all shareholders.
PRINCIPLE 3 – EXECUTIVE CHAIRMAN AND CHIEF EXECUTIVE OFFICER
Mr. Ng Yuk Wing, Philip (“
Mr. Philip Ng
”) has stepped down as Executive Chairman at the Annual General Meeting
held on 9th October 2014 (“
2014 AGM
”) as part of the succession plan for the Chairman. Mr. Philip Ng has been
designated as Senior Executive Director and will continue to contribute to the Board in the new role with his entrepreneurial
leadership and experiences.
Mr. Ng Kin Wing, Raymond (“
Mr. Raymond Ng
”) has been appointed as Executive Chairman and Chief Executive Officer
(“
CEO
”) of the Company. Mr. Raymond Ng is one of the founders of the Group and has over 30 years of experience
in the components distribution business.
Mr. Philip Ng is a brother of Mr. Raymond Ng and both of them are founders of the Group. The roles of the Chairman
and CEO were set out in the Board Terms of Reference.
The Board believes that the role of Chairman of the Board and CEO need not be separated with the combination of a
balance of power, accountability and capacity of the Board for independent decision making. No one individual represents
a considerable concentration of power.
