Principle2:
BoardCompositionandGuidance
Board Independence
As at the dateof this report,
theBoardhas sevenDirectors
comprising three Independent
Directors, twoNon-Executive
Directors and two Executive
Directors, namely:
Mr LimHoSeng
Chairman,
Non-ExecutiveDirector
DrBenetyChang
Chief ExecutiveOfficer
MsJeanetteChang
ExecutiveDirector
MrTanYangGuan
Non-ExecutiveDirector
MrWongMengYeng
Lead Independent Director
MrAngMiahKhiang
Independent Director
MsHanSahHeokVicky
Independent Director
Withmore thanone-thirdof the
Board comprisingof Independent
Directors, this provides for
objective and independent
judgment by theBoardon the
corporate affairs of theCompany.
No individual or small groupof
individuals dominates theBoard’s
decision-makingprocess.
Mr LimHo Senghas served for
more thannine years on the
Board. Mr Limwas designated
from an Independent Director to
aNon-ExecutiveDirectorwith
effect from 1 January 2014 solely
on account of himhaving served
formore thannine years on the
Board. TheBoard is of the view
thatMr Lim continues to exercise
independent judgment in the best
interest of theCompany.
TheBoard is awareof the
recommendationof Guideline
2.2of theCode that where the
Chairmanof theBoard is not
an Independent Director, the
Independent Directors should
make up at least half of the
Board. Nonetheless, whilst
acknowledging theobjectiveof
thisGuideline, theBoard and the
NC areof theopinion that the
process of decisionmakingby
theBoard is independent despite
its current Board composition.
Further, in viewof theongoing
challenges facedbymarine and
offshoreoil andgas industry, the
Board is of the view that it would
needmore time to consider
the choiceof a suitable new
Boardmember.
TheNCdetermines on an annual
basiswhether or not aDirector
is independent, taking into
account theCode’s definition
of an independent director and
guidelines as to relationships in
determining the independence
of a director. For the purpose
of determiningDirectors’
independence, everyDirector
has provideddeclarationof their
independencewhich is deliberated
uponby theNC and theBoard.
TheNChas reviewed and is
satisfiedwith the independence
of the Independent Directors,
namelyMrWongMeng Yeng,
Mr AngMiahKhiang and
MsHan SahHeok Vicky.
Compositionand
Sizeof theBoard
TheNC reviews the size and
compositionof theBoard and
BoardCommittees annually to
ensure that the sizeof theBoard is
conducive to effective discussion
anddecisionmaking and the
Boardhas the appropriate number
of Independent Directors.When
there is a vacancy or a need for
new appointments to theBoard,
theNCwill select and recommend
candidates basedon their skills,
experience, knowledge and
diversity in terms of expertise.
TheBoard is of the view that its
present size is appropriate, taking
into account the nature and
scopeof theGroup’s operations.
The current Boardhas a good
mix of core competencies in the
areas ofmarine andoffshore
. 53
ANNUAL
REPORT
20 1 7
THE BE ST
I N US
