REPORT ON CORPORATE GOVERNANCE
Annual Report 2015
Karin Technology Holdings Limited
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The Board is responsible for the training needs of the Company’s Directors. During FY2015, the Directors have been
briefed on the latest proposed changes and developments such as updates on the relevant laws and regulations, changes
in technology and industrial practice relating to the Company’s business as well as the Company’s strategic directions.
The NC and the Board have agreed to review training programmes for the Board.
The NC was apprised of the Board succession plans of the Chairman and CEO through a committee of key senior
management staff who works closely with the Chairman and CEO.
In accordance with the provisions of the Company’s Bye-Laws, one-third of the Directors shall retire from office at every
AGM and each Director shall retire at least once every 3 years. A retiring director shall be eligible for re-election at
the said AGM. The NC had identified Mr. Lee Yiu Chung, Eugene and Prof. Ng Tung Sang for re-appointment at the
forthcoming AGM. Their profile is shown on page 9 of the Annual Report.
The NC considered an independent director as one who has no relationship with the Company, its related companies, its
10% shareholders or its officers that would interfere with the exercise of the Directors’ independent business judgement,
which is in the best interest of the Company. On an annual basis, each director is required to submit a return on his
independence to the Company Secretary. The NC shall review the returns and determine whether the director is to be
considered independent. During the year, the NC had reviewed and determined that Prof. Ng Tung Sang, Mr. Lim Yew
Kong, John and Mr. Lawrence Kwan are Independent Directors of the Company.
Although the non-executive directors had directorships in other companies which are not within the Group, the NC is
of the view that such multiple board representation do not hinder them from carrying out their duties as directors. Each
of the non-executive directors is aware that he should commit sufficient time, attention, resources and expertise to the
affairs of the Company. These Directors would widen the experience of the Board and give it a broader perspective.
Presently, the Company does not have alternate director.
