TELECHOICE INTERNATIONAL LIMITED
ANNUAL REPORT 2014
28
CORPORATE
GOVERNANCE
To help ensure compliance with the applicable securities and insider trading laws, including the best practices set out
in the SGX-ST Listing Manual (the “
Listing Manual
”), we have adopted and implemented our Guidelines on Dealing
in Securities of TeleChoice (the “
Guidelines
”). We send regular compliance notices to all Directors and employees. In
accordance with Rule 1207(19) of the Listing Manual, all our Directors and employees are prohibited from dealing in
our securities during the period of, two weeks before the respective announcement of our first quarter, second quarter
and third quarter financial results, and one month before the announcement of our full year financial results. Restrictions
are lifted from the date of the announcement of the respective results. Similar dealing restrictions also apply in the
Company’s acquisition of its securities pursuant to its share purchase mandate. All our Directors and employees, and
those of our subsidiaries and associates, are advised not to deal in our securities on short term considerations and
are also advised to comply with the Guidelines and observe applicable insider trading laws at all times.
Principle 2: Board Composition and Guidance
To be effective, we believe our Board should comprise a majority of Non-Executive Directors independent of
Management, with the right core competencies and a balance and diversity of skills and experience to enable them
to contribute effectively.
Our Board currently comprises seven (7) Directors, all of whom are Non-Executive Directors and independent of
Management. Our Board comprises a majority of Independent Directors, namely Bertie Cheng, Yap Boh Pin, Yen Se-Hua
Stewart, Tang Yew Kay Jackson and Ronald Seah Lim Siang, which helps ensure a strong element of independence
in all our Board’s deliberations.
The composition of our Board enables Management to benefit from an outside diverse and objective perspective of
issues that are brought before our Board. It also enables our Board to interact and work with Management through
a robust exchange of ideas and views to help shape the strategic directions. This, coupled with a clear separation
of the role of our Chairman and our President, provides a healthy professional relationship between our Board and
Management, with clarity of roles and robust oversight.
Profiles of each Director are found on pages 9 to 11 of this Annual Report.
Principle 3: Chairman and President
We believe there should be a clear separation of the roles and responsibilities between our Chairman and President. Our
Chairman and the President are separate persons in order to maintain an effective balance of power and responsibilities.
Our Chairman is Bertie Cheng, an Independent Non-Executive Director. Our Chairman leads the Board and ensures that
our Board members work together with Management, with the capability and moral authority to engage and contribute
effectively and constructively on various matters, including strategic issues and business planning processes.
Our President, Lim Shuh Moh Vincent, is charged with full executive responsibility for the running of our businesses,
making operational decisions and implementing business directions, strategies and policies. Our President is supported
on major business and operational issues by the oversight of our EC.
