Creative 2013 Annual Report Download - page 8

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8
CREATIVE TECHNOLOGY LTD AND ITS SUBSIDIARIES
PRINCIPLE 3: CHAIRMAN AND CHIEF EXECUTIVE OFFICER
The Company has the same Chairman and Chief Executive Ofcer (“CEO”), Mr Sim Wong Hoo. The Company 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. As such, there is no need for the role of the Chairman and CEO to be separated.
Mr Sim Wong Hoo is a substantial shareholder of the Company with a shareholding of approximately 33.12%. With his substantial
shareholding, his interest is aligned with the Company and that of the other shareholders.
PRINCIPLE 4: BOARD MEMBERSHIP
The Nominating Committee (the “NC”) consists of three members, two of whom are independent non-Executive Directors. The
Chairman of the NC, Mr Ng Kai Wa, is an independent non-Executive Director. The other two members are Mr Sim Wong Hoo,
an Executive Director, and Mr Lee Kheng Nam, an independent non-Executive Director.
The principal functions of the NC are, among other matters, to recommend all Board and Board Committee appointments, re-
appointments or re-elections, to determine the independence of each Director, and to identify new Directors who have the diversity
of experience and appropriate knowledge and skills to contribute effectively to the Board.
New Directors are at present appointed by way of a Board resolution, after the NC approves their appointment. The Company’s
Articles of Association provides that all Directors except Executive Directors are to retire at least once every three years by
rotation, if they are appointed by the Company at a general meeting, and a newly appointed Director must submit himself for re-
election at the next Annual General Meeting. The retiring Director is nonetheless eligible for re-election by shareholders at every
Annual General Meeting. Accordingly, Mr Ng Kai Wa will, on the date of the Annual General Meeting, retire as Director. The
NC recommends his re-appointment as Director at the Annual General Meeting to be held on 30 October 2013.
PRINCIPLE 5: BOARD PERFORMANCE
A review of the Board’s performance will be undertaken collectively by the Board as a whole. The Company believes that the
Board’s performance is ultimately reected in the performance of the Group. The Board, through the delegation of its authority
to the NC, ensures that the Directors appointed to the Board possess the relevant necessary background, experience, knowledge
and skills so as to enable each Director to bring to the Board an independent and objective perspective to contribute to the
effectiveness of the Board.
The Company believes that apart from the Directors’ duciary duties (i.e. acting in good faith, with due diligence and care, and
in the best interests of the Company and its shareholders), the Board’s key responsibilities are to set strategic directions and to
ensure that the long term objective of enhancing shareholders’ wealth is achieved.
PRINCIPLE 6: ACCESS TO INFORMATION
In order to ensure that the Board is able to fulll its responsibilities, management provides the Board members with regular updates
of the performance and nancial position of the Group including quarterly updates. Management staff and the Company’s auditors,
who can provide insight into the matters for discussion, are also invited from time to time to attend such meetings. The Company
Secretary attends all Board meetings and ensures that all Board procedures are followed. The Company Secretary, together with
other management staff of the Company, also ensures that the Company complies with the applicable statutory and regulatory rules.
The Directors have separate and independent access to the Company’s senior management and the Company Secretary at all
times. Should the Directors, whether as a group or individually, need independent professional advice, the Company will appoint a
professional advisor selected by the group or individual, and approved by the Chairman and CEO, to render the advice. The cost of
such independent professional advice will be borne by the Company.
CORPORATE GOVERNANCE
For the nancial year ended 30 June 2013