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TIH Limited
The Code also recommends that the independence of any director who has served on the Board beyond nine
years from the date of his first appointment should be subject to a particularly rigorous review. As Mr Liong
Tong Kap has served on the Board for more than 9 years, the Board had thoroughly reviewed his independence.
Mr Liong, the former Chief Investment Officer of NTUC Income Insurance Co-Operative Limited (NTUC
Income), first joined the TIH Board in April 2001 as a non-independent Director representing the interests
of NTUC Income. In July 2009, NTUC Income informed TIH that Mr Liong can be deemed to become an
independent Director of TIH due to his impending cessation of employment with NTUC Income. The Board
confirmed Mr Liong’s independence in September 2009. The Board had observed that over the tenure, from
2001 until present, Mr Liong has a good track record of board service without any blemish and has met all the
definitions of an independent director as defined under the Code. With Mr Liong’s length of service, he had
accumulated much knowledge of the business of TIH and contributed actively to the Board activities. Therefore
after reviewing the aforesaid factors, the Board is of the opinion that Mr Liong’s independence is affirmed.
The Board with the aid of the NC had performed the necessary annual reviews and had determined that:
taking into account the nature and scope of the Company’s activities, its Board size is appropriate for
effective debate and decision-making;
the Board has the right mix of expertise, experiences and skills and comprises persons who as a group are
representative of the principal shareholders of the Company and provide the competencies required for the
Board to be effective and to meet the Company’s objectives.
Access to Information/Accountability
Principle 6: Board members to have complete, adequate and timely information
Principle 10: Accountability of Board and Investment Manager
The Investment Manager aims to provide complete, adequate and timely information to the Board prior to
meetings and on an on-going basis. The notice and agenda for meetings and board papers including, amongst
others, minutes of meetings, quarterly and full year financial statements, budgets, financial plans, audit plans,
investments/divestments update, legislative/regulatory/governance changes, Director’s interest disclosures,
proposals and reports are provided to the Board well in advance of the scheduled meetings to prepare the
Directors for the meetings. For any further enquiries, the Board has separate and independent access to the staff
as well as senior management of the Investment Manager at all times.
The Board also has separate and independent access to the Company Secretary at all times. Under the direction
of the Investment Manager, the Company Secretary, who attends all Board and committees’ meetings, ensures
good communication between the Company and its Directors as well as to facilitate orientation and professional
development as required. The Company Secretary also ensures board procedures are followed and applicable
laws and regulations are complied with. The appointment and removal of the Company Secretary are subject to
the approval of the Board as a whole.
The Board is responsible for providing a balanced and understandable assessment of the Company’s
performance, position and prospects. The Investment Manager provides periodic reports on the Company’s
performance and prospects to the Board. Additionally, the Investment Manager reports the performance of the
investments to the Board each quarter and the performance of the investments is reviewed semi-annually by the
external auditors for compliance with investment guidelines and valuation principles. The Board is then provided
with the Company’s financial results together with the investment valuations by the Investment Manager on
changes (if any) on the valuation of the Company’s investment portfolios.
Where appropriate, written policies such as the securities trading policy, currency management policy and
whistle-blowing policy are established and approved by the Board to ensure compliance with legislative and
regulatory requirements.
