In discharging its oversight functions, the Board delegates the authority to make certain decisions to three Board committees without abdicating its responsibilities. Each Board committee makes decisions on matters within its terms of reference and reports back to the Board. The terms of reference and the structure of each Board committee are reviewed as and when required.
The Board of Directors of GIL comprises of the following three committees:
- the Nomination and Governance Committee (“NGC”);
- the Audit and Risk Management Committee (“ARMC”); and
- the Remuneration Committee (“RC”).
Nomination and Governance Committee (“NGC”)
The NGC’s responsibilities include overseeing a continual renewal and membership assessment process of the Board for good corporate governance purposes. The key terms of reference of the NGC are:
- to review and advise the Board on the composition of the Board and its committees;
- to review the performance of the Board, the Chairman, the Deputy Chairman (if any) and other directors of the Board;
- to review training and professional development programs for the Board;
- to ensure that proper succession plans are in place for consideration by the Board;
- to advise the Board on appropriate governance standards and appropriate corporate governance policies for GIL; and
- to critically review GIL’s performance against its corporate governance policies on an annual basis or as otherwise deemed appropriate.
Directors – Appointment
- Mr Abdul Jabbar Bin Karam Din – Chairman
- Mr Boon Swan Foo – Member
- Mr Ronald Seah Lim Siang – Member
Audit & Risk Management Committee (“ARMC”)
The ARMC assists the Board in fulfilling its oversight responsibilities for the financial reporting process, the system of internal controls, the audit process, the compliance monitoring process and risk management.
The following is a non-exhaustive list of the specific responsibilities of the ARMC:
- Financial Statements: The ARMC reviews the significant financial reporting issues and judgments to ensure the integrity of the financial statements of GIL and any announcements relating to GIL’s financial performance. The Manager makes representations to the Board in connection with GIL’s financial statements on the proper accounting record and transaction.
- Internal Controls: The ARMC reviews and reports to the Board at least annually the adequacy and effectiveness of GIL’s internal control systems, including financial, operational, compliance and information technology controls and risk management systems. It reviews the scope of the external auditors’ review of internal controls and reviews reports on significant findings and recommendations.
- Internal Audit: The ARMC reviews the effectiveness of the Manager’s internal auditor’s work on GIL.
- External Audit: The ARMC reviews and advises the Board on the external auditors’ annual plan for GIL, the external auditors’ proposed fees and their independence as well as the scope and results of the external audit. It establishes policies as appropriate with regards to, and reviews, the independence and objectivity of the external auditors.
- Compliance: The ARMC considers the work plan for compliance activities and reviews the updates and effectiveness of the system for monitoring compliance with laws and regulations.
- Risk Management: The ARMC considers the overall Risk Management Framework and reviews its effectiveness in meeting sound corporate governance principles. It keeps the Board informed of all significant business risks and reviews the status report from the Manager.
Directors – Appointment
- Mr Ronald Seah Lim Siang – Chairman
- Mrs Goh Mui Hong – Member
- Mr Lay Charlie Nhuc Hiang – Member
Remuneration Committee (“RC”)
GIL has a RC comprising entirely of three independent and non-executive directors. The responsibilities of the RC include overseeing a framework for remuneration, recommending policies and guidelines for directors’ remuneration, and reviewing the fees payable to the Manager.
The key terms of reference of the RC are:
- To recommend specific remuneration packages for each director as well as for the key management personnel (if any)
- To cover all aspects of the remuneration, including but not limited to directors’ fees, salaries, allowances, bonuses, options, share-based incentives and awards, and benefits in kind
- To review the fees payable to the Manager, as and when necessary
- To recommend any long-term incentive schemes;(if applicable)
- To recommend the incentive scheme framework and policies together with the amounts awarded; (if applicable)
Directors – Appointment
- Mr Lay Charlie Nhuc Hiang – Chairman
- Mr Abdul Jabbar Bin Karam Din – Member