Cordlife Group Limited
Annual Report 2016
31
Corporate
Governance 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 in FY2016 to discuss matters relating to the Company without the presence
of the Management (including the Executive Directors).
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 Group CEO of the Company are undertaken separately by Dr Ho Choon Hou and Dr Wong Chiang
Yin (previously Mr Yee Pinh Jeremy) respectively.
The Chairman, Dr Ho Choon Hou, is a NINED. He leads the Board in adhering to and maintaining a high standard of
corporate governance with the full support of the Directors and 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 Management of the Company. He facilitates timely communication between the Board
and Management, 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 AGM and other shareholder meetings, the
Chairman ensures constructive dialogue between shareholders, the other directors and Management.
Dr Wong Chiang Yin, is the Executive Director and Group CEO of the Company. He manages the businesses of the
Group and implements the decisions made by the Board. The Group 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 Group CEO are reviewed periodically by the Nominating
Committee and the remuneration packages of the Chairman and the Group CEO are reviewed periodically by the
Remuneration Committee. With the segregation of duties between the Chairman and the Group 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, Group CEO, Group COO, 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)
Eileen Tay-Tan Bee Kiew (Independent Director)
Hu Minglie (Non-Executive Director) - appointed on 29 April 2016
Ho Han Siong Christopher (Non-Executive Director) - appointed on 29 April 2016 and resigned on 4 October 2016
Yee Pinh Jeremy (Executive Director) - stepped down on 3 December 2015
