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21 20 Best World International Limited
Annual Report 2011
Best World International Limited
Annual Report 2011
The Board is entrusted with the responsibility of the overall management of the Company. The principal functions
of the Board are:
a)Approving policies, strategies and fnancial objectives of the Company and monitoring the performance
of Management;
b) Overseeing the processes for evaluating the adequacy of internal controls, risk management, fnancial
reporting and compliance;
c)Approving nominations of board directors, committee members and key personnel;
d) Approving annual budgets, funding requirements, expansion programmes, capital investment, major
acquisitions and divestments proposals; and
e)Approving transactions involving interested parties.
Certain functions have been delegated to various Board Committees, namely the Nominating Committee (“NC”),
the Remuneration Committee (“RC”) and the Audit Committee ( “AC”). These Committees are made up wholly or
predominantly of and chaired by independent directors.
The following table shows the number of meetings held by the Board and Committees and the attendance of
each of the Directors for the fnancial year ended 31 December 2011:
CORPORATE
GOVERNANCE
The Company has established fnancial authorisation and approval limits for operating and capital expenditure.
The Board approves transactions exceeding certain threshold limits and while delegating authority for
transactions below these limits to senior management so as to facilitate operational effciency.
Board members are also encouraged to attend seminars at least annually and receive training to improve
themselves in the discharge of their duties as directors. The Company works closely with professionals to
provide its directors with updates on changes to relevant laws, regulations and accounting standards.
Name of Directors Board
Audit
Committee
Nominating
Committee
Remuneration
Committee
Number of meetings held 4 4 1 1
Dr Doreen Tan Nee Moi 4 - - -
Dr Dora Hoan Beng Mui 4 - 1 -
Mr Huang Ban Chin 4 - - -
Mr Robson Lee Teck Leng 4 4 1 1
Mr Ravindran Ramasamy 3 3 1 1
Mr Lee Sen Choon 4 4 1 1
Board Composition and Guidance
Principle 2: 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 Management. No individual or small group of
individuals should be allowed to dominate the Board’s decision making.
The Company endeavors to maintain a strong and independent element on the Board with the independent
directors making up of at least one-third of the Board. The independent directors have confrmed that they do
not have any relationship with the Company or its related companies or its offcers that could interfere, or be
reasonably perceived to interfere, with the exercise of the director’s independent business judgment with a view
to the best interests of the Company. The independence of each director is reviewed annually by the NC. For the
fnancial year under review, the NC has reviewed and determined that the said directors are independent.
The Board is of the opinion that its current size of six Board members is appropriate, of which three are
independent directors having taken into account the nature and scope of the Company’s operations. The
composition of the Board is also reviewed on an annual basis by the NC to ensure that the Board has the
appropriate mix of expertise and experience for effective functioning of the Board. Together, the Board members
possess a balanced feld of core competencies to lead the Company. Details of the Board members’ qualifcations
and experience are presented in this Annual Report under the heading “Board of Directors”.
Chairman and Chief Executive Offcer (“CEO”)
Principle 3: 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.
There is a clear division of the roles and responsibilities of the Chairman, Dr Doreen Tan Nee Moi and the
Group Managing Director (“MD”) & CEO, Dr Dora Hoan Beng Mui. The presence of a strong independent element
and the participation of the independent directors ensure that the Chairman and the Group CEO do not have
unfettered powers of decision.
The Chairman’s duties and responsibilities include:
a)scheduling of meetings to enable the Board to perform its duties responsibly;
b)reviewing the agenda and the Board Papers for Board Meetings;
c)ensuring the proper conduct of meetings and accurate documentation of the proceedings;
d)ensuring effective communication with shareholders;
e)ensuring the smooth and timely fow of information between the Board and Management; and
f )ensuring compliance with internal polices and guidelines of the Company.
In addition to the above duties, the Chairman will assume other duties and responsibilities as may be required
from time to time.
The Group MD & CEO, Dr Dora Hoan Beng Mui is responsible in the strategic direction of the Company and provides
the Group with strong leadership and vision. The Group CEO is supported by the Management in her duties.