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programmes attended by the
Directors in 2018.
Principle 2:
Board Composition and
Guidance
Board Independence
As at the date of this report,
the Board has seven Directors
comprising three Independent
Directors, two Non-Executive
Directors and two Executive
Directors, namely:
Mr Lim Ho Seng
Chairman, Non-Executive Director
Ms Jeanette Chang
Chief Executive Officer (“CEO”)
(Appointed and re-designated as
CEO on 1 January 2019)
Dr Benety Chang
Executive Director
(Relinquished the role of CEO on
31 December 2018)
Mr Tan Yang Guan
Non-Executive Director
Mr Wong Meng Yeng
Lead Independent Director
Mr Ang Miah Khiang
Independent Director
Ms Han Sah Heok Vicky
Independent Director
With more than one-third
of the Board comprising of
Independent Directors, this
provides for objective and
independent judgment by the
Board on the corporate affairs
of the Company. No individual
or small group of individuals
dominates the Board’s decision-
making process.
Mr Lim Ho Seng has served for
more than nine years on the
Board. Mr Lim was designated
from an Independent Director to
a Non-Executive Director with
effect from 1 January 2014 solely
on account of him having served
for more than nine years on the
Board. The Board is of the view
that Mr Lim continues to exercise
independent judgment in the
best interest of the Company.
The Board noted that where
the Chairman of the Board is
not an Independent Director,
the Independent Directors
should make up at least half of
the Board. Nonetheless, whilst
acknowledging the objective of
this Guideline, the Board and the
NC are of the opinion that the
process of decision making by
the Board is independent despite
its current Board composition.
Further, in view of the ongoing
challenges faced by marine and
offshore oil and gas industry, the
Board is of the view that it would
need more time to consider the
choice of a suitable new
Board member.
The NC determines on an
annual basis whether or not
a Director is independent,
taking into account the Code’s
definition of an independent
director and guidelines as to
relationships in determining
the independence of a director.
For the purpose of determining
Directors’ independence, every
Director has provided declaration
of their independence which
is deliberated upon by the
NC and the Board. The NC
has reviewed and is satisfied
with the independence of the
Independent Directors, namely
Mr Wong Meng Yeng, Mr Ang
Miah Khiang and Ms Han Sah
Heok Vicky.
Composition and Size
of the Board
The NC reviews the size and
composition of the Board and
Board Committees annually
to ensure that the size of the
Board is conducive to effective
discussion and decision
making and the Board has
the appropriate number of
Independent Directors. When
there is a vacancy or a need
for new appointments to the
Board, the NC will select and
recommend candidates based
on their skills, experience,
knowledge and diversity in
terms of expertise. The Board
is of the view that its present
size is appropriate, taking into
account the nature and scope
of the Group’s operations. The
current Board has a good mix
of core competencies in the
areas of marine and offshore
industry knowledge, accounting
and finance, compliance, legal,
business and management
experience, familiarity with
regulatory requirements and
knowledge of risk management.
The Board has two female
Directors, in recognition of
the importance and value of
gender diversity.
Key information regarding
the Directors is set out in the
“Board of Directors” section on
page 22 to 25 and “Directors’
Statement” section on page 60 of
this Annual Report.
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