Corporate Governance Report
TIH Limited
70
TIH Limited
The Board and Investment Manager of TIH Limited (the “
Company
” or “
TIH
”) are committed to maintaining a
high standard of corporate governance and believe that commitment to good corporate governance is essential to
the Company’s business and performance.
The following describes the Company’s corporate governance practices that were in place during the financial
year ended 31 December 2014 with specific references to the principles set out in the Code of Corporate
Governance 2012
1
(the “
Code
”). The Board of Directors is pleased to confirm that the Company has adhered to
the principles and guidelines of the Code as well as the Listing Manual of the SGX-ST, where appropriate and
applicable.
Board Matters
Board’s Conduct of Affairs
Principle 1: Effective Board to lead and control the Company
Principle 3: There should be clear division of responsibilities between the leadership of the Board and the
executives responsible for managing the Company’s business
The Company recognises that in order to achieve a balance of power and authority for independent decision
making, there should be a clear division of responsibilities between the working of the Board and the Investment
Manager’s responsibility of the Company’s business.
The Chairman of the Board, Mr Kin Chan, is a non-executive Director of the Company. His duties and
responsibilities, amongst others, include leading the Board to ensure its effectiveness on all aspects of its role,
ensuring that regulations and procedures relating to Board meetings are complied with, promoting a culture of
openness and debate at the Board, encouraging constructive relations within the Board and between the Board
and the Investment Manager, ensuring effective communication with shareholders and ensuring high standards
of corporate governance. The management and operations of the Company had since its inception until 29
May 2014 been delegated to Transpac Capital Pte Ltd, the Company’s former investment manager. With the
approval of the Internalisation Exercise
2
by Shareholders at the Company’s Extraordinary General Meeting held
on 29 April 2014 (the “Internalisation Exercise”), the Company had terminated the appointment of Transpac
Capital Pte Ltd as its investment manager and TIH Investment Management Pte. Ltd. (“
TIHIM
” or “
Investment
Manager
”), wholly owned by the Company, has since been appointed as the Investment Manager of the
Company. The Investment Manager’s primary role is to identify and evaluate opportunities for investment of the
Company’s funds in accordance with the investment policies as provided for in the Company’s Prospectus (as
amended and approved by the Board from time to time) and to provide related services in connection with the
Company’s investments. Accordingly, the leadership of the Board and the Investment Manager who manages the
Company’s business are separate parties with a clear division of responsibilities. There is no immediate family
relationship between the Chairman of the Board and the employees of the Investment Manager.
In view that the Chairman is not an independent director, as recommended by the Code, the Board has appointed
Mr Liong Tong Kap as the Lead Independent Director on 1 February 2013 to address any shareholders’ concerns
that cannot be resolved or is inappropriate through the normal channels of the Board Chairman or the Investment
Manager. The Lead Independent Director also acts as a representative in providing the independent Directors’
feedback to the Board Chairman.
1
The Code of Corporate Governance 2012 issued by the Monetary Authority of Singapore on 2 May 2012.
2
Please refer to SGXNET announcements dated 7 April 2014 and 29 April 2014 as well as the Circular dated 7 April 2014 for more information.
