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CORPORATE GOVERNANCE REPORT
36 GEO ENERGY RESOURCES LIMITED | Annual Report 2012
3. CHAIRMAN AND CHIEF EXECUTIVE OFFICER
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.
Mr Charles Antonny Melati is the Executive Chairman of the Company and oversees the overall strategic directions
and expansion plans for the growth and development of the Group. With the assistance of the company secretary,
he also ensures that Board meetings are held as and when required, sets the agenda for the Board meetings and
ensures the quality, quantity and timeliness of the fow of information between the Management, the Board and the
shareholders. Mr Dhamma Surya is the Chief Executive Officer of the Company and oversees the overall business
and general management of the Group.
The Board is of the view that with the current executive management team and the establishment of the three
Board committees, there are adequate safeguards in place to ensure unfettered decision–making, as well as to
prevent an uneven concentration of power and authority in a single individual.
In view that the Executive Chairman and the Chief Executive Officer are both part of the executive management
team, Mr Soh Chun Bin had been appointed as the lead independent director and he is available to shareholders
where they have concerns which contact through the normal channels of the Executive Chairman, Chief Executive
Officer or Chief Financial Officer has failed to resolve or for which such contact is inappropriate.
4. BOARD MEMBERSHIP
Principle 4: There should be a formal and transparent process for the appointment of new directors to the
Board.
The NC is responsible for making recommendations on all board appointments and re–nominations, having regard
to the contribution and performance of the director seeking re–election.
The NC comprises Mr Soh Chun Bin, Mr Ong Beng Chye, Mr Lu King Seng, Mr Karyono, Mr Charles Antonny
Melati and Mr Dhamma Surya. The chairman of the NC is Mr Soh Chun Bin. The majority of the NC, including
the chairman, is independent. The chairman of the NC is not, and is not directly associated with, any substantial
shareholder of the Company.
The written terms of reference of the NC have been approved and adopted, and they include the following:–
  ensuring that all directors submit themselves for re–nomination and re–election at regular intervals and at
least once every three years;
  determining annually, and as and when circumstances require, whether a director is independent, bearing
in mind Paragraph 2.1 of the Code and any other salient factors;
  deciding whether a director is able to and has been adequately carrying out his duties as a director of the
Company, taking into consideration the director’s number of listed company board representations and other
principal commitments; and
  assessing the effectiveness of the Board as a whole and its Board committees and the contribution by the
chairman and each individual director to the effectiveness of the Board.
Having carried out its review, the NC is of the view that Mr Soh Chun Bin, Mr Ong Beng Chye, Mr Lu King Seng
and Mr Karyono have satisfed the criteria for independence.
The Company does not have a formal process for the selection and appointment of new directors to the Board.
However, if required, the Company will be able to procure search services, contacts and recommendations for the
purposes of identifying suitably qualifed and experienced persons for appointment to the Board.