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Board Matters

Code Principle 1 : The Board's Conduct of its Affairs The Board oversees the business affairs of the Company and assumes responsibility for the Group's overall strategic plans, key operational initiatives, major funding and investment proposals, financial performance reviews and corporate governance practices.
Code Guideline 1.3: Delegation of authority on certain Board matters The Board is supported by the Audit Committee ("AC"), the Nominating Committee ("NC") and the Remuneration Committee ("RC"), each of whose members are drawn from members of the Board (together "Board Committees" and each a "Board Committee").
Code Guideline 1.4: Meetings of the Board and Board Committees The Board has held meetings for particular and specific matters as and when required. The Company's Articles of Association (the "Articles") allows for Board meetings to be conducted by way of telephonic and video conferences or similar communications equipment. The attendance of each Director at every Board and Board Committee meeting held during the last financial year ended 31 December 2008 ("FY2008"), is set out below:-

  ATTENDANCE AT BOARD & BOARD COMMITTEE MEETINGS
 
BOARD
AUDIT
REMUNERATION
NOMINATING
 
# No. of Meetings
Attendance
# No. of Meetings
Attendance
# No. of Meetings
Attendance
# No. of Meetings
Attendance
Kazuhiko Yoshida
8
8
-
-
-
-
2
2
Michio Tanamoto
8
8
-
-
-
-
-
-
Robert Van Jin Nien
8
8
3
3
-
-
-
-
Ang Miah Khiang
8
8
4
4
1
1
2
2
Ronnie Teo Heng Hock
8
8
4
4
1
1
2
2
Rong-Jong Owng (1)
4
3
3
3
-
-
-
-
Paul Chang (1)
4
3
-
-
-
-
-
-
Rajan Menon (1)
5
5
3
3
-
-
-
-
Motokuni Yamashiro (2)
4
2
-
-
-
-
-
-
V-Nee Yeh (3)
3
2
1
1
1
1
-
-
Hamilton Jian Ren Chueh(3)
3
3
1
1
-
-
-
-

(1) Appointed on 18 April 2008
(2) Resigned on 19 March 2008
(3) Resigned on 18 April 2008
# No. of meetings held whilst a Directors

Code Guideline 1.5: Matters requiring board approval The Board's approval is required for matters which are likely to have a material impact on the Group's operations as well as matters other than in the ordinary course of business.
Code Guideline 1.6: Directors to receive appropriate training New Directors, upon appointment, will be briefed on the business and organisation structure of the Group to ensure that they are familiar with the Group structure, its business and operations. The directors may participate in seminars and/or discussion groups to keep abreast of the latest developments which are relevant to the Group.
Code Guideline 1.7 Formal letter to be provided to directors, setting out duties and obligations. The Directors are aware of the requirements in respect of disclosure of interests in securities, disclosure of conflicts of interest in transactions involving the Company, prohibition on dealings in the Company's securities and restrictions on the disclosure of price-sensitive information. Directors are also informed of regulatory changes initiated by or affecting the Company.

Board of Directors

Code Principle 2 & 4 : Board Members Composition and Balance Guideline 2.3: Appropriate size of Board The Board comprises 8 directors. The Board is of the view that its current size is appropriate, taking into account the nature and the scope of operations of the Group.
 

As at the end of the financial year ended 31 December 2008, the Board comprises the following Directors:

Executive Directors:
Mr Kazuhiko Yoshida (Chairman & Chief Executive Officer)
Mr Michio Tanamoto (Chief Operating Officer)

Non-Executive Directors:
Mr Robert Van Jin Nien
Mr Paul Chang
Mr Rong-Jong Owng

Independent Non-Executive Directors:
Mr Ang Miah Khiang
Mr Ronnie Teo Heng Hock
Mr Rajan Menon

The NC, which reviews the independence of each Director on an annual basis, adopts the Code's definition of what constitutes an independent director.

As a Group, the directors bring with them a broad range of expertise and experience in areas such as accounting, legal, finance, business and management experience, industry knowledge, strategic planning experience and customer-based experience and knowledge. The diversity of the directors' experience allows for the useful exchange of ideas and views.

The non-executive directors aim to assist in the development of proposals on strategy by constructively challenging Management. The non-executive directors would also review the performance of Management in meetings.
Code Guideline 2.1: Independent Directors to make up at least one-third of the Board There is an independent element on the Board, with independent directors constituting one-third of the Board.
Code Guideline 2.5 and 2.6 Roles and meetings of Non-executive directors Where warranted, the non-executive directors meet without the presence of Management or executive directors to review any matters that must be raised privately.
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Chairman and Chief Executive Officer

Code Principle 3 : Chairman and Chief Executive Officer Mr Kazuhiko Yoshida currently fulfills the role of Chairman of the Board (the "Chairman") and Chief Executive Officer (the "CEO") of the Company. Being one of the founders of the Group, Mr Kazuhiko Yoshida plays an instrumental role in developing the business of the Group and provides the Group with strong leadership and strategic vision. All major decisions made by the Chairman and CEO are endorsed by the Board. As Chairman, he is responsible for Board processes and ensures the integrity and effectiveness of the governance process of the Board. The Board believes that the independent non-executive directors have demonstrated high commitment in their role as directors and have ensured that there is a good balance of power and authority.
Commentary 3.3 Lead Independent Director In addition, the Board has appointed Mr Ang Miah Khiang, an independent and non-executive director, as the Lead Independent Director. Mr Ang Miah Khiang will be available to address shareholders' concerns when contact through the normal channels via Chairman and CEO or other management executive has failed to provide satisfactory resolution or when such contact is inappropriate.
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