Annual Report 2014
73
Newly appointed Directors are briefed by the Investment Manager on the Company’s business activities, policies,
regulatory and governance environment as well as statutory and other duties and responsibilities of Directors.
Where required, the Company provides appropriate training and briefing programme for new Directors.
Board Composition and Board Membership
Principle 2: There should be a strong and independent element on the Board
The Code recommends that, in the case of TIH where the Chairman is not an independent director, independent
Directors should make up at least one-half of the Board.
The Board with the aid of the NC had reviewed the composition of the Board and is satisfied that there is a
strong and independent element on the Board which consists of six members, of whom half are independent,
two are affiliated with significant shareholders and one is affiliated with the Investment Manager. In 2013,
upon clearance by the Board, Mr Daniel Budiman has been appointed on the board of certain companies of the
ASM Group, a substantial shareholder of the Company. The Board and in particular, the Nominating Committee
members, Messrs Kin Chan and Liong Tong Kap had reviewed the Code in conjunction with Mr Daniel
Budiman’s appointment as an independent director in the ASM companies and agreed that as Mr Budiman would
not receive any substantial meaningful fees for these appointments, they had no objection to Mr Budiman’s said
appointments and deemed that this would not impair Mr Budiman’s independent status in TIH.
The Board had also assessed Mr Vince Feng who has been a director of certain ASM companies since November
2010 and deemed that similarly these appointments had not impaired Mr Feng’s independent status in TIH.
The strong and independent element on the Board allows the Board to take a broader view of the Company’s
activities and bring independent judgement to bear on issues for the Board’s consideration. All members of the
Board are non-executive except for Mr Wang Ya Lun Allen who is deemed executive on the TIH Board.
The nature of the Directors’ appointments on the Board and details of their membership on Board Committees as
at the date of this Annual Report are set out below:
Director
Board
Membership#
Committee Membership
Nominating Remuneration Audit
Risk
Governance
Kin
Chan
Chairman
Affiliated with
substantial shareholders
Member
–
–
Member
Wang
Ya Lun Allen
Represents the
Investment Manager
–
–
–
Member
Vince
Feng
Independent
–
Chairman
Member
Member
Liong
Tong Kap
Independent
Member
Member
Chairman
Member
Li
Yick Yee Angie
Affiliated with
substantial shareholders
–
Member
–
Member
Daniel
Budiman
Independent
Chairman
–
Member
Chairman
#
All Directors are non-executive except Mr Wang Ya Lun Allen who is deemed executive as he is the chief executive officer of the Investment
Manager, a wholly owned subsidiary of the Company and a Director of TIH. Allen does not draw any Director fee or allowance from
TIH and is paid an employee’s salary from the Investment Manager. Prior to Mr Allen Wang’s appointment, Mr Stanley Cheong had been
representing the Investment Manager on the Board of the Company until his resignation on 26 February 2015.
