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Report on Corporate GovernanceThe Group believes in a high standard of corporate governance, and is committed to maintaining these standards forthe interest of the Company, staff and its shareholders.BOARD OF DIRECTORS - Principles 1 to 6The Board of Directors comprises nine members, six of whom are non-executives. Five of the directors are independentdirectors. The Chief Executive Officer, Mr. Lim Yee Min, is responsible for the day-to-day operation and administrationof the Company. The Chairman, Mr. Lim Yong Wah, and Deputy Chairman, Mr. Yap Lem, who are alsoexecutive directors, focus on strategic issues, succession planning and policies. None of the directors and managementstaff is related to each other.The functions of the Chairman and CEO are separate. The CEO bears executive responsibility for the Company’sbusiness, while the Chairman has responsibility for the Group’s strategies, policies and workings of the Board. TheChairman ensures that board meetings are held when necessary and sets the board meeting agenda in consultationwith the CEO. He reviews the board papers before they are presented to the Board.Details of the directors’ shareholdings in the Company are set out in the Directors’ Report.The Board meets regularly at least on a quarterly basis to review and approve appropriate strategies, policies andfinancial matters. These include approval of published reports of the Group, strategic plans and banking facilities. TheBoard also oversees the process for evaluating the adequacy of internal controls and decides on the appointment andremuneration of key managers and all directors. Each Board member has equal responsibility to oversee the businessand affairs of the Company. Board members also meet informally on an ad hoc basis from time to time. Boardmembers also attend the annual management retreat of the Company together with management staff. The Boardmet on an official basis, five times in the year 2004.Date of First No. of MeetingsName of Directors Appointment AttendedMr. Lim Yong Wah (Chairman) 15.11.1990 5Mr. Yap Lem (Chief Executive Officer) 25.01.1979 5Mr. Lim Yee Min (Managing Director) 26.11.2002 5Mr. Rajan Menon (Independent Director) 18.03.1991 5Mr. Haider M. Sithawalla (Independent Director) 01.11.1995 5Mr. Low Kok Hua (Non-Executive Director) 11.03.1979 5Mr. Chan Chin Hua (Independent Director) – deceased on 27 April 2004 01.07.1987 -Mr. Nicolaas J. Klaver (Independent Director) 16.08.1996 5Mr. Loh Chin Hua (Independent Director) 11.01.2000 5Mr. Lim Hwee Chiang (Independent Director) 09.11.2004 1Two Board Committees continue to undertake specific roles. These are the Nomination and Remuneration Committeeand the Audit Committee.inter-roller engineering limited annual report2004 73