The board of directors of the Company (the “Board”) is well-diversified and comprises highly qualified and effective members who are responsible for providing overall entrepreneurial leadership and setting objectives for the long-term success of the Group. The Board also has oversight of the business performance and affairs of the Group and sets the Company’s values and standards (including ethical standards). The Board seeks to align the interests of the Board and management with that of shareholders and to balance interests of other stakeholders.
The Board also reviews annual budgets, financial plans, major acquisitions and divestments, funding and investment proposals, monitors the financial performance of the Group and management’s performance, and ensures compliance by the Group with relevant laws and regulations. The Board meets regularly. During Board meetings, our Directors actively participate, discuss, deliberate and appraise matters requiring attention and decision. If required, time is set aside after scheduled Board meetings for discussions amongst our Directors without the presence of management, as this facilitates a more effective check on management.
Board of Directors
The Board comprises nine Directors, all of whom are non-executive Directors (including two female directors in recognition of the importance and value of gender diversity). They are:
- Mr Charoen Sirivadhanabhakdi (Chairman)
- Khunying Wanna Sirivadhanabhakdi (Vice-Chairman)
- Tengku Syed Badarudin Jamalullail (Lead Independent Director)
- Mr Timothy Chia Chee Ming
- Mr Koh Poh Tiong
- Mrs Siripen Sitasuwan
- Mr Chotiphat Bijananda
- Mr Thapana Sirivadhanabhakdi
- Mr Sithichai Chaikriangkrai
- Mr Prapakon Thongtheppairot (Alternate Director to Mr Sithichai Chaikriangkrai)
- Mr Michael Chye Hin Fah (Alternate Director to Mr Thapana Sirivadhanabhakdi)
Delegation of Authority on Certain Board Matters
In order for the Board to efficiently discharge its oversight function of F&N, the Board delegates specific areas of responsibilities to five board committees (the “Board Committees”) namely, the Board Executive Committee, the Audit Committee, the Nominating Committee, the Remuneration Committee and the Risk Management Committee. Each Board Committee is governed by clear terms of reference (the “Terms of Reference”) which have been approved by the Board. Minutes of all Board Committee meetings are circulated to the Board so that directors of the Company (the “Directors”) are aware of and kept updated as to the proceedings and matters discussed during such meetings.
The Company adopts a framework of delegated authorisations in its Manual of Authority (“MOA”). The MOA defines the procedures and levels of authorisation required for specified transactions. It also sets out approval limits for operating and capital expenditure as well as acquisitions and disposals of assets and investments. The MOA also contains a schedule of matters specifically reserved to the Board for approval. These include approval of annual budgets financial plans, financial statements, business strategies and material transactions, such as major acquisitions, divestments, funding and investment proposals. The MOA authorises the Board Executive Committee (“Board Exco”) to approve certain transactions up to specified limits, beyond which the approval of the Board needs to be obtained. Below the Board and Board Exco levels, there are appropriate delegation of authority and approval sub-limits at management level, to facilitate operational efficiency.
To address and manage possible conflicts of interest that may arise between Directors’ interests and those of the Group, the Company has put in place appropriate procedures including, requiring Directors to refrain from participating in meetings or discussions (or relevant segments thereof) and requiring such Directors to abstain from voting, on any matter in which they are interested or conflicted.
Board Executive Committee ("Board EXCO") is made up of the following members:
Mr Koh Poh Tiong (Chairman)
Mr Thapana Sirivadhanabhakdi (Vice-Chairman)
Mr Sithichai Chaikriangkrai
Mr Prapakon Thongtheppairot
Mr Michael Chye Hin Fah
The Board Exco assumes oversight of the business affairs of F&N, and is empowered to exercise the full powers and authority of the Board when the Board does not meet except in respect of matters that specifically require the decision of the Board or any Board Committee. The Board Exco formulates the Group’s strategic development initiatives, provides direction for new investments and material financial and non-financial matters to ensure that the Group achieves its desired performance objectives and enhances long-term shareholder value. The Board Exco also oversees the Company’s conduct of business and corporate governance structure.
Meetings of the Board and Board Committees
The Board and its various Board Committees meet regularly, and also as required by business needs or if their members deem it necessary or appropriate to do so. For the financial year ended 30 September 2016, a total of six Board meetings were held. The number of Board meetings and Board Committee meetings held in the financial year ended 30 September 2016 and the attendance of Directors at these meetings are available here.
The Directors are also given direct access to the management team of the Group’s business divisions1 through presentations at Board and Board Committee meetings. Where required or requested by Board members, site visits and meetings with personnel from the Group’s business divisions are also arranged in order for Directors to have an intimate understanding of the key business operations of each division. The Company’s Constitution provides for Board members who are unable to attend physical meetings to participate through telephone conference, video conference or any other forms of electronic or instantaneous communication facilities.
1 The Group’s business divisions are as follows: Food & Beverage (Non-Alcoholic Beverages), Food & Beverage (Beer) and Publishing & Printing.
Upon appointment, each new Director is issued a formal letter of appointment setting out his or her duties and obligations as a Director of the Company, including their responsibilities as fiduciaries and how to deal with conflicts of interest that may arise. A comprehensive orientation programme is also conducted to familiarise new appointees with the business activities, strategic directions, policies and corporate governance practices of the Group as well as their statutory and other duties and responsibilities as Directors. This programme allows new Directors to get acquainted with senior management, and also facilitates and fosters better rapport and communications with management.
Directors are regularly updated on the Group’s businesses and the regulatory and industry-specific environments in which the entities of the Group operate. Updates on good corporate governance, relevant legal, regulatory and technical developments may be in writing or disseminated by way of briefings, presentations and/or handouts. During the financial year ended 30 September 2016, the Board has been briefed and updated on recent changes to the Companies Act (Chapter 50) (the “Companies Act”) and Listing Manual. Our Directors are also encouraged to be members of the Singapore Institute of Directors (“SID”) and to receive journal updates and training from SID in order to stay abreast of relevant developments in financial, legal and regulatory requirements.