Page 39 - ar2012

CORPORATE GOVERNANCE REPORT
GEO ENERGY RESOURCES LIMITED | Annual Report 2012 35
The Board meets on a quarterly basis and ad hoc Board meetings are convened when they are deemed
necessary. The number of Board meetings held in FY2012 is set out below:–
Board
Board Committees
AC NC RC
Number of meetings held(1) 1 1 1 1
Number of meetings attended
Charles Antonny Melati 1 1 1 1
Dhamma Surya 1 1 1 1
Huang She Thong 1 1 1 1
Soh Chun Bin 1 1 1 1
Ong Beng Chye 1 1 1 1
Lu King Seng 1 1 1 1
Karyono 1 1 1 1
Jim Rogers (2) – – – –
Notes:–
(1) The Company held its frst Board meeting in November 2012 after its listing in October 2012.
(2) Mr Jim Rogers was appointed as Non–Executive Director on 3 December 2012.
The Articles of Association of the Company provide for meetings of the Board to be held by way of telephone or
video conference or by means of similar communication equipment.
2. 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 Board comprises eight directors, of whom four (constituting half of the Board) are independent, namely, Mr
Soh Chun Bin, Mr Ong Beng Chye, Mr Lu King Seng and Mr Karyono, and one is non–executive, namely, Mr
Jim Rogers. The criterion of independence is based on the defnition set out in the Code. The Board considers
an “independent” director to be one who has no relationship with the Company, its related companies or its
officers 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. With four independent directors, the Board
is able to exercise independent judgment on corporate affairs and provide the Management with a diverse and
objective perspective on issues. There is therefore no individual or small group of individuals who dominate the
Board’s decision–making. The independence of each director is reviewed annually.
The Board has examined its size and is of the view that it is an appropriate size for effective decision–making,
taking into account the scope and nature of the operations of the Company.
The composition of the Board is reviewed on an annual basis by the NC to ensure that the Board has the
appropriate mix of expertise and experience, and collectively possesses the necessary core competencies for
effective functioning and informed decision–making. The Board as a group comprises members with core
competencies in accounting and fnance, business and management experience, industry knowledge, strategic
planning and customer–based experience and knowledge.
Where necessary or appropriate, the non–executive directors on the Board will meet without the presence of the
Management. The non–executive directors constructively challenge and assist in the development of business
strategies, and assist the Board in reviewing the performance of the Management in meeting goals and objectives
and monitoring the reporting of performance.
The profles of the directors are set out on pages 22 to 24 of this Annual Report.