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CORDLIFE GROUP LIMITED
| ANNUAL REPORT 2015
CORPORATE GOVERNANCE REPORT
The evaluation of the Board’s performance as a whole deals with matters on Board composition, information flow to
the Board, Board procedures and Board accountability. Factors such as the structure, size and processes of the Board
and the Board’s access to information, management and the effectiveness of the Board’s oversight of the Company’s
performance are applied to evaluate the performance of the Board as a whole. The evaluation of the performance
of an individual Director deals with matters on an individual Director’s attendance at meetings, observance of the
individual Director’s duties towards the Company and the individual Director’s know-how and interaction with
fellow Directors.
As part of the evaluation process, each Director completes an evaluation form, which is then returned to the
Company Secretary on a private and confidential basis for compilation of average scores. The compiled results are
then tabulated and tabled at the NC meeting for the NC’s review. The Chairman of the NC will then present the
findings and recommendations of the NC to the Board.
The evaluation of Board performance is conducted annually to identify areas of improvement and as a form of good
Board management practice. The last Board of Directors’ evaluation was conducted in August 2015 and the results
have been presented to the NC for discussion. The NC is satisfied that the Board has been effective as a whole and
that each and every Director has contributed to the effective functioning of the Board and the Board Committees.
In addition, the NC is also satisfied that sufficient time and attention has been given by the Directors to the affairs
of the Company, notwithstanding that some of the Directors have multiple board representations.
Principle 6: Access to Information
Board members are provided with complete, adequate and timely information prior to Board meetings to allow
Directors sufficient time to review the Board papers. As and when there are important matters that require the Board’s
attention and decision, the information will be furnished to the Directors as soon as practicable. All Directors have
independent access to the Group’s senior management and the Company Secretary. All Directors are provided with
complete and adequate information prior to Board meetings and on an ongoing basis. The information provided
includes, amongst others, background or explanatory information relating to matters to be brought before the Board,
copies of disclosure documents, budgets, forecasts, key agreements and monthly internal financial statements.
The Company Secretary and/or her representative attend all Board and Board Committee meetings and provide
corporate secretarial support to the Board, ensure adherence to Board procedures and compliance with the relevant
rules and regulations of the Memorandum and Articles of Association of the Company, the Companies Act (Chapter 50
of Singapore), the Listing Manual of the SGX-ST and all other relevant rules and regulations which are applicable to
the Company. Any decision to appoint or remove the Company Secretary can only be taken by the Board as a whole.
If the Directors need independent professional advice to fulfill their duties, such advice will be obtained from the
professional entity approved by the Board and the cost of such professional advice will be borne by the Company.
REMUNERATION MATTERS
Principle 7: Remuneration Committee
The RC, regulated by a set of written terms of reference endorsed by the Board, comprises all Independent Directors:
Dr. Goh Jin Hian (Independent Director) (Chairman of the RC)
Eileen Tay-Tan Bee Kiew (Independent Director)
Joseph Wong Wai Leung (Independent Director)
