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Food Empire Holdings Limited Annual Report 2014
CORPORATE GOVERNANCE
C)
CHAIRMAN AND CHIEF EXECUTIVE OFFICER
- Principle 3: Clear division of responsibilities at the top of the Company
The Executive Chairman, Mr. Tan Wang Cheow, is primarily responsible for formulating of the Group’s strategies,
which includes developing new markets, exploring opportunities for acquisitions as well as enhancing in-house
production capabilities.
The CEO, Mr. Sudeep Nair, is responsible for overseeing the overall management, planning and execution of the
Group’s business and marketing strategies.
In addition, the Executive Chairman has responsibility for the workings of the Board and ensuring the integrity and
effectiveness of its governance processes. The Executive Chairman is also responsible for representing the Board
to shareholders, ensuring that Board meetings are held when necessary, setting the Board meeting agendas
and ensuring that the Board members are provided with adequate and timely information. Regular meetings are
scheduled to enable the Board to perform its duties. Agendas are prepared in consultation with management as
well as the Company Secretary.
Although the Chairman is part of the management team, the NC and the Board were of the view that appointing
a lead Independent Director was not necessary, as all the Board Committees are chaired by an Independent
Director and the majority comprises Independent Directors, are available to receive and deal with any complaints
or issues.
D) BOARD MEMBERSHIP
- Principle 4: Formal and transparent process of appointment of new Directors
The NC comprises:-
Mr. Lew Syn Pau
(Chairman)
Mr. Ong Kian Min
Mr. Tan Wang Cheow
Mr. Boon Yoon Chiang
The scope and responsibilities of the NC include:
1)
identifying candidates and reviewing all nominations for all appointments and re-appointments to the Board
of Directors, including making recommendations on the composition of the Board and balance between
Executive and Non-executive Directors;
2)
reviewing the Board structure, size and composition;
3)
reviewing the strength and attributes of the existing Directors including assessing the effectiveness of the
Board as a whole and the contribution by individual Directors;
4)
reviewing the independence of Directors annually;
5)
considering and making recommendations on nominations of Directors retiring by rotation;
6)
reviewing Board succession plans for Directors, in particular, the Chairman of the Board and for the Chief
Executive Officer;
7)
making recommendations to the Board on comprehensive training and professional development programs
for the Board;
