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EN_Tipco_Annual Report 2014

ANNUAL REPORT 2014 Aggregation and Segregation of Duty The Chairman of Board of Directors and 5 directors, or a total of 6 persons, shall represent the major shareholder. The Managing Director is a professional executive and has no connection or relation with the major shareholder. More than one-third of directors are in-dependent directors and non-executive directors represent more than 50% of the Board of Directors - this factor contributes to proper checks and balances. In addition, the duty of formulating governance policy and management of routine operations are clearly segregated. (See detail descriptions of the role, authority and duty of the Managing Director, the Board of Directors and sub-committees under the Management Structure section.) The Board of Di-rectors has assigned the Nomination and Remuneration Sub-committee to screen and nominate qualified candidates based on requirements set by the Board of Directors for the positions of managing director and director. The Nomination and Remuneration Sub-committee is also responsible for consid-ering remuneration of directors and the management. To ensure integrity, transparency, and effective checks and balances, the internal audit function can exercise independence in determining the audit scope and presenting audit reports directly to the Audit Committee which comprises 3 independent directors. (Refer to the scope of authority and duties of the Audit Committee.) Remuneration Determination Process and Suitability of Remuneration The Company has adopted a clearly defined and transparent policy on di-rectors’ remuneration which is consistent with industry standards, market averages and guidelines approved by the Shareholders Meeting. Directors serving in the Audit Committee have received additional remuneration com-mensurate with their wide scope of responsibilities. The remuneration of the Managing Director and employees is based on individual performance and reviewed by the Nomination and Remuneration Subcommittee. To ensure transparency and clarity, policies and principles related to remuneration of the Managing Director and senior executives were proposed to shareholders for consideration at the Annual General Meeting of Shareholders No. 1/2006 held on 28 April 2006. The Nomination and Remuneration Subcommittee reviews the directors’ re-muneration annually by benchmarking the remuneration of the Company with the directors’ remuneration of companies of comparable size in the same industry. 4. Supervision of Operations Of Subsidiary and Associated Companies Supervision of operations of the Company and its subsidiaries is based on the operating guidelines which were established in writing by Tipco Food Business Group. Management of business operations of subsidiary and asso-ciated companies is as follows: The Board of Directors considers and appoints representatives of the Com-pany to be directors of the subsidiary and associated companies according to investment proportion. The subsidiary companies shall report, on a quarterly basis, the operating performance and internal control to the Audit Committee for further submission


EN_Tipco_Annual Report 2014
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