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TELECHOICE INTERNATIONAL LIMITED
2015 ANNUAL REPORT
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 FY15 are set out in Table 1.
Table 1
FY15 – 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
(1)
1
1 (100%)
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
(2)
4
4 (100%)
1
1 (100%)
NA
NA
NA
NA
NA
NA
Sio Tat Hiang
4
3 (75%)
NA
NA
1
1 (100%)
1
1 (100%)
0
–
Ho Koon Lian
Irene
(3)
3
2 (67%)
3
2 (67%)
NA
NA
NA
NA
NA
NA
Lim Chai
Hock Clive
4
1 (25%)
NA
NA
NA
NA
NA
NA
0
–
Notes:–
(1)
Yen Se-Hua Stewart resigned as a Director, the Chairman of the NC and a member of the RC and EC with effect from 5 May 2015.
(2)
Ronald Seah Lim Siang resigned as a member of the AC and was appointed as a member of the RC with effect from 5 May 2015.
(3)
Ho Koon Lian Irene was appointed as a Director and a member of the AC with effect from 5 May 2015.
Our NC is chaired by an Independent Non-Executive Director, Bertie Cheng 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.
