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CORDLIFE GROUP LIMITED
| ANNUAL REPORT 2015
CORPORATE GOVERNANCE REPORT
The Chairman, Dr. Ho Choon Hou, is a non-independent non-executive Director. He leads the Board in adhering to
and maintaining a high standard of corporate governance with the full support of the Directors and the Management.
He approves the agendas for the Board meetings and exercises control over, amongst others, the quality, quantity,
accuracy and timeliness of information flow between the Board and the Management of the Company. He also
facilitates timely communication between the Company and its shareholders and amongst the Board members inter
se, with a view to encouraging constructive relations and dialogue between them. At the Annual General Meeting
(“AGM”) and other shareholder meetings, the Chairman ensures constructive dialogue between shareholders, the
other Directors and the Management.
Mr Yee Pinh Jeremy is the Executive Director and CEO of the Company. He manages the businesses of the Group and
implements the decisions made by the Board. The CEO is responsible for the day-to-day operations of the Group,
the formulation of the Group’s strategic directions and expansion plans and managing the Group’s overall business
development strategies.
The performance and appointment of the Chairman and the CEO are reviewed periodically by the Nominating
Committee and the remuneration packages of the Chairman and the CEO are reviewed periodically by the
Remuneration Committee. With the segregation of duties between the Chairman and the CEO, the Board believes
that there are adequate safeguards in place to prevent an uneven concentration of power and authority in a single
individual.
In accordance with Guideline 3.3 of the Code, as the Chairman is not an Independent Director, Mr Ho Sheng has
been appointed as the Lead Independent Director of the Board. As the Lead Independent Director, he leads and
encourages dialogue between Independent Directors without the presence of the other Directors and provides
feedback to the Chairman. He is also available as the alternate channel for shareholders, should shareholders fail to
resolve concerns through the normal channels of the Chairman, CEO, Chief Financial Officer (“CFO”) or when such
normal channels are inappropriate.
Principle 4: Board Membership
The NC is established to ensure that there is a formal and transparent process for all Board appointments and
re-appointments. It is regulated by a set of written terms of reference endorsed by the Board and comprises a majority
of Independent Directors, including its Chairman:
Ho Sheng (Lead Independent Director) (Chairman of the NC)
Dr. Goh Jin Hian (Independent Director)
Yee Pinh Jeremy (Executive Director)
The functions of the NC include, amongst others:
1.
reviewing and recommending (i) the Board succession plans of the Directors and the nomination for the
re-election of Directors, including the Independent Directors, taking into consideration each Director’s
contribution and performance at Board meetings, including attendance and participation; (ii) the development
of a process for evaluation of the performance of the Board, the Board Committees and individual Directors;
and (iii) the review of training and professional development programmes for the Board;
2.
ensuring that all Directors submit themselves for re-election at regular intervals;
