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Cordlife Group Limited
Annual Report 2016
Corporate
Governance Report
(4) Mr Gary Xie Guojun was appointed as a Director of the Company and a member of the RC with effect from 29 April 2016. He
resigned as a Director of the Company with effect from 30 September 2016.
(5) Mr Ho Han Siong Christopher was appointed as a Director of the Company and a member of the NC with effect from 29 April
2016. He resigned as a Director of the Company with effect from 4 October 2016.
(6) Mr Chen Bing Chuen Albert was appointed as a Director of the Company and a member of the AC with effect from 29 April
2016.
(7) Ms Wang Taiyang was appointed as a Director of the Company and a member of the BRC with effect from 29 April 2016.
(8) Mr Hu Minglie was appointed as a Director of the Company and a member of the NC with effect from 29 April 2016.
(9) Mr Yee Pinh Jeremy resigned as the Executive Director and Chief Executive Officer of the Company with effect from 21 March
2016.
(10) Ms Tan Poh Lan did not attend one of the Board Meetings held during the year as the key agenda item of that meeting was to
discuss the appointment and remuneration of the Group CEO.
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 keeping 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.
During FY2016, two training sessions were conducted by two separate external consultants pertaining to (a)
amendment to the Companies Act, Cap 50; and (b) Financial Reporting Standards Updates.
Principle 2: Board Composition and Guidance
As at 30 June 2016, the Board comprised eleven (11) Directors of whom one (1) was an Executive Director, six (6)
were Non-Independent Non-Executive Directors (“NINED”), and four (4) were Independent Directors. With the
appointment of Dr Wong Chiang Yin as an Executive Director and Group CEO of the Company on 1 July 2016 and
subsequently the resignation of Mr Gary Xie Guojun and Mr Ho Han Siong Christopher as the NINEDs of the Company,
the Board now comprises ten (10) Directors.
The Company maintains a satisfactory independent element on the Board by having four (4) Independent Directors out
of the total ten (10) members of the Board. It is in compliance with Guideline 2.1 of the Code which recommends that
at least one-third of the Board should be independent. Guideline 2.2 of the Code also recommends that, where the
Chairman of the Board is not an Independent Director, at least half of the Board should be independent. The NC is of
the view that although the Independent Directors do not currently make up half of the Board, all of the Directors have
debated vigorously on the subject matters tabled at the Board meetings held in FY2016, regardless of whether they
were independent or not. The Board is aware that the recommendation is for the Company to comply with Guideline
2.2 no later than by the AGM following the end of its financial year commencing on or after 1 May 2016.
The Board and the NC 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 customer-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 22 to 24 of this Annual Report.
