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Annual Report 2013 LifeBrandz Ltd
The Board meets at least four times a year, with additional meetings convened as necessary. Board meetings are held
in Singapore and the Directors attend the meetings regularly. The matrix on the frequency of the meetings and the
attendance of Directors at these meetings is set out on page 27.
Principle 2:
Board’s Composition and Balance
There should be a strong and independent element on the Board, which is able to exercise objective judgment on
corporate affairs independently, in particular, from the Management. No individual or small group of individuals should
be allowed to dominate the Board’s decision making.
The Board of Directors comprises fve Directors, two of whom are independent Directors. All Board members bring about
an independent judgment and diversifed knowledge and experiences to bear on the issues of strategy, performance,
resources and standards of conduct. A brief description on the background of each Director is presented on “Board of
Directors” section on page 12 and 13.
The criterion for independence is determined based on the defnition as provided in the Code. The Board considers an
“independent” Director as one who has no relationship with the Company, its related companies or its offcers that could
interfere, or be reasonably perceived to interfere, with the exercise of the Directors’ independent business judgment
with a view to the best interests of the Group. As independent Directors make up more than one third of the Board, no
individual or group is able to dominate the Board’s decision-making process.
The independence of each Director is reviewed annually by the NC.
The Board examines its size to satisfy that it is an appropriate size for effective decision making, taking into account the
nature and scope of the Company’s operations. The NC is of the view that the current Board size is appropriate.
Principle 3:
Chairman and Chief Executive Offcer
There should be a clear division of responsibilities at the top of the Company - the working of the Board and the executive
responsibility of the Company’s business - which will ensure a balance of power and authority, such that no one individual
represents a considerable concentration of power.
In FY2013, the Company adopts a dual leadership structure whereby the positions of Chairman and Chief Executive Offcer
(“CEO”) are separated. There is a clear division of responsibilities between the Company’s Executive Chairman and Chief
Executive Offcer, which provides a balance of power and authority. With the resignation of Mr Lee Shieh-Peen Clement
as Executive Chairman on 18 April 2013, the Company is currently searching a replacement for the Chairman’s position in
order for the dual leadership structure to resume effectively. Meanwhile, the Company is evaluating the dual leadership
direction and transition taking into consideration on the various cost factors, effciency and the independence level of the
Board Structure. The Company will update on the appointment and direction as and when necessary.
There is no concentration of power as the Group is run objectively on a transparent basis as the Board feels that there is
adequate representation of independent and Non-Executive Directors (more than half) on the Board.
Both the Chairman and the CEO exercise control over quality, quantity and timeliness of the fow of information between
the Management and the Board.
As a general rule, Board papers are sent to the Directors in advance in order for the Directors to be adequately prepared
for the meeting. Management staff who have prepared the papers are invited to present the papers at the meeting.
Principle 4:
Board Membership
There should be a formal and transparent process for the appointment of new Directors to the Board. As a principle of
good corporate governance, all Directors should be required to submit themselves for re-nomination and re-election at
regular intervals.
CORPORATE GOVERNANCE STATEMENT