Annual Report 2010 - Leeden Limited

A Stronger Leeden in Asia.Corporate Governance ReportThe attendances of the Directors at the meetings of the Board and the Board Committees, as well as the frequency of suchmeetings for FY2010 are as follows:Name of DirectorsBoardAuditCommitteeNominatingCommitteeRemunerationCommitteeRiskManagementCommittee #Number of Meetings held 4 4 1 4 6Number of Meetings attendedSteven Tham 4 4 1 – 6Kelvin Lee 4 4 – – 6Leslie Struys 4 4 1 4 –Philip Hong 4 4 – 3* –Loh Weng Whye 4 4 1 4 –Hendra Harjadi 3 – – – –Tony Chan** 1 1 1 1 –Lim How Boon*** 1 – – – –* Philip Hong was appointed a member of Remuneration Committee on 8 March 2010** Tony Chan resigned as a Director on 8 March 2010*** Lim How Boon retired as a Director on 23 April 2010#The Risk Management Committee was formed on 23 April 2010Principle 2: Board Composition and BalancePresently, the Board comprises six directors, three of whom are independent directors. The Board is of the view that the currentboard size is appropriate, taking into account the nature and scope of the Company’s operations. The Board is able to exerciseobjective judgment on corporate and business affairs independently, in particular, from the Management of the Company.The Board members as at the date of this Report are:Steven Tham Weng Cheong (Chairman & CEO)Kelvin Lee Chee Fatt (Managing Director & COO)Leslie Struys (Lead Independent Director)Philip Hong Peng Wai (Independent Director)Loh Weng Whye (Independent Director)Hendra Harjadi (Non-Executive Director)The Non-Executive Directors are involved in reviewing the corporate strategies, business operations and practices of the Group aswell as reviewing the performance of the Management in ensuring that set goals and objectives are met.The Nominating Committee has reviewed the independence of the Directors for the financial year ended 31 December 2010 inaccordance with the Code’s definition of independence and is of the view that three of the Directors are independent directorswithin the meaning of the Code.Principle 3: Role of Chairman and Chief Executive Officer (“CEO”)The Board is of the view that at the current stage of development of the Group, it is in the best interest of the Group to adopt asingle leadership structure, whereby the CEO and Chairman of the Board is the same person, so as to ensure that the decisionmakingprocess of the Group would not be unnecessarily hindered or delayed. Mr Steven Tham continues to be the Chairmanand CEO of the Group. The Board is of the opinion that sufficient checks and safeguards are in place to ensure that theprocess of decision-making is independent and based on collective decisions without any individual exercising any considerablepower or influence. As the Chairman, Mr Tham is responsible for the workings of the Board and ensuring compliance with theGroup’s guidelines on corporate governance. He facilitates effective contributions of the Non-Executive Directors and encouragesconstructive relationships between Executive Directors and Non-Executive Directors. As the CEO, Mr Tham plays a pivotal role inthe development and execution of policies and strategies and the day-to-day management of the Group.With the appointment of Mr Leslie Struys as the Company’s lead independent director, shareholders will have an alternativeavenue to raise their concerns, especially when contacts through the normal channels of the Chairman/CEO have failed or whensuch contact is inappropriate.24