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TELECHOICE INTERNATIONAL LIMITED
2015 ANNUAL REPORT
CORPORATE
GOVERNANCE
One of our Independent Directors, Ronald Seah Lim Siang, has declared that he and his brother, Peter Seah Lim Huat, are both
directors in related corporations of the Company which have business transactions with the Group. Ronald Seah Lim Siang continued
to demonstrate strong independence in character and judgement in the discharge of his responsibilities as a Director on our Board. He
has continued to express his individual view points, debated issues and objectively scrutinised and challenged Management. After taking
account the views of the NC, our Board is of the view that Ronald Seah Lim Siang remains independent in his exercise of Board duties.
Principle 6: Access to Information
We believe that our Board should be provided with complete, adequate and timely information prior to Board meetings and as and
when the need arises.
Management provides complete, adequate and timely information to our Board, on our affairs and issues requiring our Board’s
attention, as well as monthly reports providing updates on our key operational activities and financial performance. The monthly flow of
information and reports allows our Directors to make informed decisions and also to keep abreast of key challenges and opportunities
between our Board meetings.
Frequent dialogue takes place between Management and members of our Board, and our President encourages all Directors to interact
directly with all members of our Management team.
Where a physical Board meeting is not possible, timely communication with members of our Board is effected through electronic
means, which include electronic mail and teleconference. Alternatively, Management will arrange to personally meet and brief each
Director, before seeking our Board’s approval.
Our Board has separate and independent access to our senior Management and the Company Secretary at all times. Our Board also
has access to independent professional advice, if necessary.
Likewise, our AC has separate and independent access to the external and internal auditors, without the presence of our President
and other senior Management members, in order to have free and unfettered access to information that our AC may require.
(B)
REMUNERATION MATTERS
Principle 7: Procedures for Developing Remuneration Policies
Principle 8: Level and Mix of Remuneration
Principle 9: Disclosure on Remuneration
We believe that a framework of remuneration for our senior Management and key staff should not be taken in isolation. It should
be linked to the development of our senior Management and key staff to ensure that there is a continual development of talent and
renewal of strong and sound leadership for our continued success. For this reason, our RC oversees the compensation package for
our senior Management and key staff.
Our RC is responsible for reviewing cash and long-term incentive compensation policies for our President, senior Management and
key staff. Our RC is chaired by an Independent Non-Executive Director, Bertie Cheng and also comprises Ronald Seah Lim Siang
(Independent Non-Executive Director) and Sio Tat Hiang (Non-Executive Director). The members of our RC (including the Chairman)
are all Non-Executive Directors independent of Management. From time to time, we may co-opt an outside member into our RC to
provide additional perspectives on talent management and remuneration practices.
