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19 Annual Report 2012
Corporate Governance Report
The Board of Directors (the “Board”) of Goodland Group Limited (the “Company” and together with its subsidiaries,
the “Group”) is committed to high standards of corporate governance, to promote corporate transparency and
to protect and enhance shareholders’ interests, and is guided by the principles and guidelines of the Singapore
Code of Corporate Governance 2005 (the “Code”) issued by the Singapore Council on Corporate Disclosure and
Governance.
This report outlines the Group’s corporate governance practices and activities in line with the Code for the fnancial
year ended 30 September 2012 (“FY2012”).
Board Matters
1. The Board’s Conduct of its Affairs
Principle 1: Effective Board to lead and control the company
The Board has the responsibility for the overall management of the Group. It reviews the Group’s fnancial
performance, establishes the corporate strategies, sets overall business direction and goals and monitors the
performance of these goals to enhance shareholders’ value. The Board also has separate and independent
access to the Company’s senior management.
The Board is responsible for the overall corporate governance of the Group. The Board has formed three
committees: (i) the Audit Committee, (ii) the Remuneration Committee and (iii) the Nominating Committee
(collectively, the “Board Committees”), to assist in the execution of its responsibility. The Board delegates specifc
responsibilities to these three committees. These committees function within clearly defned terms of references
and operating procedures, which are reviewed on a regular basis.
The Board will meet at least twice every year to coincide with the announcement of the Group’s half year
and full year fnancial results with optional meetings scheduled as and when necessary. Board approval is
specifcally required for the below matters:
• Financial results announcements;
• Annual report and accounts;
• Dividend payment to shareholders;
• Interested person transactions;
• Major acquisition or disposal;
• Corporate strategies and fnancial restructuring; and
• Transactions of a material nature.
The Company’s Articles of Association allows the Board meetings to be conducted in the form of telephone
conferencing or other methods of simultaneous communication by electronic or telegraphic means without a
member being in the physical presence of another member or members and participation in a meeting.
During the fnancial year under review, the number of Board and Board Committee meetings held and the
attendance of each Board member were as follows:-
Board Audit Committee Nominating Committee Remuneration Committee
Name of Director
No. of
Meetings
Held
No. of
Meetings
Attended
No. of
Meetings
Held
No. of
Meetings
Attended
No. of
Meetings
Held
No. of
Meetings
Attended
No. of
Meetings
Held
No. of
Meetings
Attended
Ben Tan Chee Beng 3 3 NA NA NA NA NA NA
Alvin Tan Chee Tiong 3 3 NA NA NA NA NA NA
Melanie Tan Bee Bee 3 3 NA NA NA NA NA NA
Dr Wu Chiaw Ching 3 3 3 3 1 1 2 2
Wong Ming Kwong 3 3 3 3 1 1 2 2
Raymond Lye Hoong Yip 3 3 3 3 1 1 2 2
NA : Not applicable