The board of directors of the Company (the “Board”) is entrusted with and committed to effective oversight of the business performance and affairs of the Group. The Board also sets good principles of ethics and values for the Group, sets appropriate tone-from-the-top and desired organisational culture, ensures proper accountability within the Group and seeks to ensure that obligations to shareholders and other stakeholders are understood and met.
The Board (a) reviews annual budgets, financial plans, major acquisitions and divestments, funding and investment proposals, (b) monitors the financial performance of the Group and management’s performance, (c) oversees processes for evaluating the adequacy of internal controls, risk management, financial reporting and compliance, (d) assumes responsibility for corporate governance, (e) considers sustainability issues such as environmental and social factors as part of its strategic formulation and (f) ensures compliance by the Group with relevant laws and regulations.
During the financial year ended 30 September 2021, the Board has continued to spend time monitoring the impact of the ongoing COVID-19 pandemic and has been working closely with management in reviewing the business opportunities and challenges posed by the COVID-19 pandemic. Further details on the issues reviewed by the Board in the face of the COVID-19 pandemic (including changes to business fundamentals, the significant risks facing the Group as a result of the pandemic and the acceleration of digitisation efforts within the Group), can be found in the Enterprise Wide Risk Management Report on pages 60 and 61 of this Annual Report and the Company’s Sustainability Report 2021 which can be downloaded at https://www.fraserandneave.com/investor-relations/corporate-sustainability.
The Board meets regularly. During Board and board committee 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.
In addition, the Lead Independent Director can call and lead meetings of the independent Directors and/or other non-executive Directors when necessary and appropriate without the presence of management to provide a forum for the frank exchange of any concerns which may be difficult to raise in management’s presence. The Lead Independent Director provides feedback to the Chairman of the Board as appropriate. Regular meetings of independent Directors were held during the year under review.
Board of Directors
As at 30 September 2021, the Board comprises 12 Directors, all of whom are non-executive Directors. They are:
- Mr Charoen Sirivadhanabhakdi (Chairman)
- Khunying Wanna Sirivadhanabhakdi (Vice-Chairman)
- Tengku Syed Badarudin Jamalullail
- Mrs Siripen Sitasuwan
- Mr Timothy Chia Chee Ming1
- Mr Charles Mak Ming Ying
- Mr Chan Heng Wing
- Dr Sujittra Sombuntham
- Mr Koh Poh Tiong
- Mr Chotiphat Bijananda
- Mr Thapana Sirivadhanabhakdi
- Mr Sithichai Chaikriangkrai
The Board has also approved the appointment of the following Alternate Directors:
- Mr Michael Chye Hin Fah (Alternate Director to Mr Thapana Sirivadhanabhakdi)
- Mr Prapakon Thongtheppairot (Alternate Director to Mr Sithichai Chaikriangkrai)
1 As announced on 5 November 2021, Mr Timothy Chia Chee Ming will step down as a Director at the end of 31 December 2021, and Mr Ng Tat Pun will be appointed as a Director with effect from 1 January 2022.
Delegation of Authority on certain Board Matters
In order to efficiently provide strategic oversight 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 Sustainability and Risk Management Committee.
Each Board Committee is governed by clear written terms of reference (the “Terms of Reference”) setting out their composition, authorities and duties (including reporting back to the Board), which have been approved by the Board. The determination, amendment or alteration of the Terms of Reference of any Board Committee is a matter reserved for the Board’s approval.
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 also adopts a framework of delegated authorisations in its Manual of Authority (“MOA”), which is clearly communicated to management in writing. The MOA defines the procedures and levels of authorisation required for specified transactions. It sets out approval limits for operating and capital expenditure as well as acquisitions and disposals of assets and investments. 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. Under the MOA, certain matters such as approval of credit facilities, approval of annual capital budget and annual operating budget are matters specifically reserved for the approval of the Board. Board approval is also required for material transactions, such as major acquisitions, divestments, funding and investment proposals.
Conflicts of Interest
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 which apply in addition to the Directors’ obligation to comply with disclosure obligations under the Company’s Constitution and the Companies Act (Chapter 50) (the “Companies Act”). Directors are required to promptly declare any conflict of interest at a meeting of the Directors or by written notification to the company secretary (the “Company Secretary”) and they are required to take such action as is necessary to effectively resolve the conflict (for instance recusing themselves by refraining from participating in meetings or discussions (or relevant segments thereof) and by abstaining from voting, on any matter in which they are interested or conflicted).
Board Executive Committee ("Board Exco")
The Board Exco assists the Board in formulating 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. It assists the Board in enhancing its business strategies and contributes towards the strengthening of core competencies of the Group. The Board Exco also reviews and approves succession plans in respect of senior management of the Company and oversees the Company’s and the Group’s conduct of business and corporate governance structure.
The Board Exco is made up of the following members:
- Mr Koh Poh Tiong (Chairman)
- Mr Thapana Sirivadhanabhakdi (Vice-Chairman)
- Mr Sithichai Chaikriangkrai (Member)
- Mr Michael Chye Hin Fah (Member)
- Mr Prapakon Thongtheppairot (Member)
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. Directors attend and actively participate in Board and Board Committee meetings. For the financial year ended 30 September 2021, the Board met five times. A table showing the attendance record of the directors at meetings of the Board and Board Committees as well as at the general meeting of shareholders during the financial year ended 30 September 2021 can be found here.
The Directors are also given direct access to the management team of the Group’s business divisions2 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.
2 The Group’s business divisions are as follows: Food & Beverage (Non-Alcoholic Beverages), Food & Beverage (Beer) and Publishing & Printing.
The number of Board meetings and Board Committee meetings held in the financial year ended 30 September 2021 and the attendance of Directors at these meetings can be found here.
Orientation and Training for Directors
The Nominating Committee (“NC”) reviews and makes recommendations to the Board on matters relating to the training and professional development programmes for the Board and its Directors. The NC also has overall oversight to ensure that new Directors are aware of their duties and obligations. Upon appointment, each new Director is issued a formal letter of appointment setting out his or her roles, 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 by the Chief Executive Officers of each of the Group’s business divisions (“CEOs”) and senior management 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 the CEOs and senior management, and also facilitates and fosters better rapport and communication with management. Unless the NC is of the view that training is not required because a Director has other relevant experience, any new Director appointed to the Board, who has no prior experience as a director of an issuer listed on the Singapore Exchange Securities Trading Limited (“SGX-ST”), must undergo mandatory training in his or her roles and responsibilities as prescribed by the SGX-ST.
Our 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 relevant legal, regulatory and technical developments and good corporate governance may be in writing or disseminated by way of briefings, presentations and/or handouts. The Board is also regularly updated on the latest key changes to any applicable legislation and changes to the SGX-ST Listing Rules (“Listing Rules”) as well as developments in accounting principles, by way of briefings held by the Company’s lawyers and auditors. To ensure that Directors can fulfil their obligations and to continually improve performance of the Board, all Directors are encouraged by the Company to undergo continual professional development at the Company’s expense, during the term of their appointment. 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.
Access to Information
The Company recognises the importance of providing the Board with complete, accurate and relevant information on a timely basis. This is to give the Board and Board Committees sufficient time to critically evaluate and consider issues relevant to the Company and its businesses and operations. This also allows our Directors to effectively carry out their duties and discharge their oversight function. In particular, management provides the Board with detailed Board papers specifying relevant information and commercial rationale for each proposal for which Board approval is sought. Such information includes relevant financial statements, management accounts, financial forecasts, risk analyses and assessments, mitigation strategies, feasibility studies and key commercial issues for the Board’s attention and consideration. Reports on major operational matters, business development activities, financial performance, potential investment opportunities and budgets are also circulated to the Board.
During the course of the year under review, the Board was kept promptly informed of the implementation of the Company’s COVID-19 business continuity plan.
The Company continued to closely monitor developments on the COVID-19 situation within the Group and each of the business divisions and the crisis management steering committee coordinated the escalation of information regarding any impact and mitigation measures to the Board.
The Board was also regularly updated on relevant legal and regulatory requirements in light of the evolving COVID-19 situation.
A calendar of activities is scheduled for the Board a year in advance. The Company recognises that information should be supplied to the Board in a timely manner and as far as possible, Board papers and agenda items are dispatched to the Directors about a week before scheduled meetings. This is to give Directors sufficient time to review and consider the matters being tabled and/or discussed so that discussions can be more meaningful and productive. Senior management is requested to attend meetings of the Board and the Board Committees in order to provide input and insight into matters being discussed, and to respond to any queries that the Directors may have.
The Board also has separate and independent access to the Company’s management and the Company Secretary.
The Company Secretary is responsible for, among other things, ensuring that Board procedures, the Company’s Constitution and relevant rules and regulations, including requirements of the Securities and Futures Act (Chapter 289) (the “SFA”), Companies Act and Listing Rules are complied with. The Company Secretary attends all Board meetings and provides advice and guidance on corporate governance practices and processes with a view to enhancing long-term shareholder value.
The Company Secretary also facilitates and acts as a channel of communication to ensure good information flow within the Board and its various Board Committees, as well as between and with senior management. In addition, the Company Secretary solicits and consolidates Directors’ feedback and evaluations from time to time, and arranges for and facilitates orientation programmes for new Directors and assists with their professional development as required. The Company Secretary is the Company’s primary channel of communication with SGX-ST.
The appointment and removal of the Company Secretary is subject to the approval of the Board. Where it is necessary for the efficacious discharge of their duties, the Directors may seek and obtain independent professional advice at the Company’s expense.