REPORT ON CORPORATE GOVERNANCE
Annual Report 2015
Karin Technology Holdings Limited
27
The assessment process involves and includes input from the Board members, applying the performance criteria
recommended by the NC and approved by the Board. The Directors’ input are collated and reviewed by the Chairman
of the NC, who presents a summary of the overall assessment to the NC for review. The NC would discuss areas where
the Board’s performance and effectiveness could be enhanced and recommendations for improvement are then submitted
to the Board for discussion and for implementation.
During the year, the Board’s performance was evaluated and concluded by the Board that it has been acting in a way
to allow the Directors to focus on “partnering” with Management for long-term success of the Company. The NC
Chairman presented the key summary of the overall assessment. The Directors discussed on the strategic planning
process, business objectives and risk management and the Management, represented by the Executive Chairman and
CEO, Senior Executive Director and Chief Operating Officer (“
COO
”), provides insight on the business and industry
with the objective of finding opportunities for improvement. The NC provides its views to the Board for the Board’s
consideration. The Chairman ensures that action is taken on the results of the performance evaluation.
PRINCIPLE 6 – ACCESS TO INFORMATION
The Board is furnished with Board papers prior to any Board meeting. These papers are issued in sufficient time to
enable the Directors to obtain additional information or explanations from the management, if necessary. The Board
papers include minutes of the previous meeting, financial results announcements, and reports from committees, internal
and external auditors. Each director reviews all materials provided by the Company relating to matters to be considered
at the meetings. Summary of financial data would be provided by Management to the Board on quarterly basis. The
Directors may communicate directly with the management team and company secretary on all matters whenever they
deem necessary.
In carrying out their duties, the Directors, whether individually or as a group, have direct access to the independent
professional advisors to obtain advice. Any cost of obtaining such professional advice will be borne by the Company.
The Company Secretaries administer, attend and prepare minutes of Board and Board Committee meetings. The Chairman
of all Board and Board Committees will be assisted by the Company Secretaries in ensuring that procedures are followed
and reviewed so that the Board and the Board Committees functions effectively and ensures that the Company’s Bye-
Laws and relevant rules and regulations, including the Listing Manual of the SGX-ST are complied with. During FY2015,
the Company Secretaries attended all Board meetings. The Company Secretaries also act as the primary channel of
communication between the Company and the SGX-ST. The appointment and removal of the Company Secretaries are
subject to the Board’s approval.
REMUNERATION COMMITTEE (“RC”)
PRINCIPLE 7 – PROCEDURES FOR DEVELOPING REMUNERATION POLICIES
The RC comprises three members, all are independent directors. They are:
Mr. Lawrence Kwan
–
Chairman
Mr. Lim Yew Kong, John
–
Member
Prof. Ng Tung Sang
–
Member
