Annual Report 2014
71
The Board’s role is to review and approve business strategies, corporate policies and guidelines, audit plans,
financial reporting, declaration of dividends and to monitor the performance of the Company. In addition, the
Board oversees the risk assessment and governance and ensure effective controls to safeguard shareholders’
interests and the Company’s assets. Directors’ appointments and remunerations are also decided by the Board as
a whole upon the recommendation by the Nominating Committee and Remuneration Committee respectively.
Upon the approval of the Internalisation Exercise, a Board Investment Committee (“
BIC
”) comprising one
nominee representing the Investment Manager and two nominees representing the TIH Board, has been set up
in place of the former Manager Committee, to assist the Board in assessing all investments and divestments
proposed by the Investment Manager. The members of the BIC are Mr Kin Chan and Mr Daniel Budiman, both
representing the TIH Board, and Mr Wang Ya Lun Allen representing the Investment Manager. The Investment
Manager has also formed a Manager Investment Committee (“
MIC
”) to assess investment and divestment
decisions under the TIH Group. The MIC consists of senior investment personnel, one of whom is the CEO of
the Investment Manager. Upon approval by the MIC, investment proposals will be recommended to the BIC
for review and oversight. The BIC has the ability to veto any proposal presented by the MIC. In the event (for
whatever reason) the MIC is reduced to a single member, the decisions of the sole member of the MIC shall
prevail.
Generally, investment/divestment transactions will be duly analysed by TIHIM’s investment professionals
and tabled to the MIC for consideration as proposed transactions (“
Proposals
”). The MIC will subject such
Proposals to a thorough review process, including discussions with the relevant investment professionals on the
basis for their Proposals, prior to taking a vote. The criteria considered by the MIC in making a decision on
such Proposals includes,
inter alia
, the potential growth of the proposed business model, the experience of the
management team and the relevant risk-reward profiles. Upon unanimous approval by the MIC, the investment
proposals will be recommended to the BIC for review. If the BIC does not veto the investment proposal, the
investment will proceed.
In addition, as recommended by the Code, the Board has established four board committees to assist the Board
in the execution of its duties. They are the Audit Committee (“
AC
”), the Nominating Committee (“
NC
”), the
Remuneration Committee (“
RC
”) and the Risk Governance Committee (“
RGC
”). Each of these committees
discharges its duties under its respective terms of reference as approved by the Board and recommends relevant
issues to the Board for action. The functions and terms of reference of each committee are set out in the later
parts of this Corporate Governance Statement. The Board has engaged BDO LLP to assist in the review of the
risk governance matters.
The Company has clear guidelines on matters to be approved by the Board. Below is a list of material
transactions which require Board approval:
1.
Appointment of directors;
2.
Recommendation for appointment/reappointment of external auditors and approval of audit fees;
3.
Appointment of internal auditors;
4.
Appointment of professional services for corporate action matters including but not limited to capital
reduction, bonus issue, rights and warrants issuance;
5.
Approval of corporate announcements for matters including but not limited to quarterly financial
reporting, circulars, annual report etc;
6.
Approval of establishment/termination of bank accounts, banking facilities, loans and credit facilities as
well as appointment of signing mandates;
7.
Approval of any amendments to the Management Agreement and investment policies;
