TELECHOICE INTERNATIONAL LIMITED
ANNUAL REPORT 2014
29
CORPORATE
GOVERNANCE
Principle 4: Board Membership
We believe that Board renewal must be an ongoing process, to ensure good governance, and maintain relevance to the
changing needs of the Company and business. As required by our Articles of Association, our Directors are subject to
retirement and re-election by shareholders as part of the Board renewal process. Nominations and election of Board
members are the prerogatives and rights of all our shareholders.
In carrying out its functions, our Board is supported by key Board committees, namely the AC, the Remuneration
Committee (“
RC
”), the Nominating Committee (“
NC
”) and the EC. Each of our Board committees has been established
with clear charters setting out their respective areas of authority, terms of reference and committee procedures. Other
Board committees can be formed from time to time to look into specific areas as and when the need arises. Membership
in the different committees is carefully managed to ensure that there is equitable distribution of responsibilities amongst
Board members, to maximise the effectiveness of the Board and foster active participation and contribution from Board
members. Diversity of experiences and appropriate skills are also considered, along with the need to ensure appropriate
checks and balances between the different Board committees.
Details of frequency and participation at our Board, AC, RC, NC and EC meetings for FY14 are set out in Table 1.
Table 1
FY14 – Directors’ Attendance at Board and Board Committees Meetings
Director
Board
Audit Committee
Remuneration Committee Nominating Committee
Executive Committee
No. of
Meetings
Held
No. of
Meetings
Attended
(% Attendance)
No. of
Meetings
Held
No. of
Meetings
Attended
(% Attendance)
No. of
Meetings
Held
No. of
Meetings
Attended
(% Attendance)
No. of
Meetings
Held
No. of
Meetings
Attended
(% Attendance)
No. of
Meetings
Held
No. of
Meetings
Attended
(% Attendance)
Bertie
Cheng
4
4 (100%)
NA
NA
1
1 (100%)
NA
NA
0
–
Yap Boh
Pin
4
4 (100%)
4
4 (100%)
NA
NA
1
1 (100%)
NA
NA
Yen
Se-Hua
Stewart
4
3 (75%)
NA
NA
1
1 (100%)
1
1 (100%)
0
–
Tang
Yew Kay
Jackson
4
4 (100%)
4
4 (100%)
NA
NA
NA
NA
NA
NA
Ronald
Seah Lim
Siang
4
3 (75%)
4
4 (100%)
NA
NA
NA
NA
NA
NA
Sio Tat
Hiang
4
1 (25%)
NA
NA
1
1 (100%)
1
1 (100%)
0
–
Lim Chai
Hock Clive
4
1 (25%)
NA
NA
NA
NA
NA
NA
0
–
Our NC is chaired by an Independent Non-Executive Director, Yen Se-Hua Stewart and also comprises Yap Boh Pin
(Independent Non-Executive Director) and Sio Tat Hiang (Non-Executive Director). The members of our NC (including
the Chairman) are all Non-Executive Directors independent of Management.
