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CORDLIFE GROUP LIMITED
| ANNUAL REPORT 2015
CORPORATE GOVERNANCE REPORT
A formal letter is provided to each Director upon his or her appointment, setting out the Director’s duties and
obligations. The Board also ensures that newly appointed Directors receive an orientation that includes briefings
by the management of the Company (the “Management”) on the Group’s structure, strategic objectives, business
operations and policies. All Directors are also given opportunities to visit the Group’s operational facilities and get
to know the members of the Management team.
The Directors are kept abreast of the changing commercial risks faced by the Company through briefings by the
Management at Board meetings. The Directors also recognise the importance of being informed on the latest
changes in laws and regulations, guidelines and accounting standards, and attend training courses conducted by
professional organisations from time to time.
Principle 2: Board Composition and Guidance
As at 30 June 2015, the Board comprised six Directors of whom one is an Executive Director, one is a non-independent
non-executive Director, and four are Independent Directors.
The Company maintains a satisfactory independent element on the Board by having four Independent Directors out
of the total six members of the Board. It is in compliance with Guideline 2.2 of the Code which recommends that
at least half of the Board should be independent if the Chairman of the Board is not an Independent Director. The
Nominating Committee reviews the independence of each Director annually, bearing in mind the circumstances
set forth in the Code.
The Board and the Nominating Committee are also of the view that the current Board comprises Directors who
bring with them a wealth of expertise and experience in areas such as accounting, finance, business or management
experience and industry knowledge, strategic planning experience and client-based experience or knowledge. Its
composition enables the Management to benefit from a diverse and objective perspective on any issues raised before
the Board. Key information on the Directors is set out on pages 24 to 27 of this Annual Report.
While all the Directors share an equal responsibility for the Company’s operations, the role of the independent,
non-executive Directors is crucial in helping to develop proposals on company strategies and to ensure that
the strategies proposed by the Management are constructively challenged. The non-executive Directors are
also responsible for reviewing the performance of the Management in meeting agreed goals and objectives and
monitoring the reporting of performance.
The Company was listed on the SGX-ST on 29 March 2012 and none of the Independent Directors had served on
the Board for more than nine years.
To facilitate a more effective check on the Management, the non-executive Directors have met and/or communicated
on several occasions on an informal basis to discuss matters relating to the Company without the presence of the
Management (including the Executive Director).
Principle 3: Chairman and Chief Executive Officer
To ensure a clear division of responsibilities and a balance of power and authority within the Company, the role of
the Chairman and the Chief Executive Officer (“CEO”) of the Company are undertaken separately by Dr. Ho Choon
Hou and Mr. Yee Pinh Jeremy respectively.
