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PETRA FOODS LIMITED
ANNUAL REPORT 2015
COR PORAT E GOVE RNANCE R E POR T
Corporate Governance, together with integrity, excellence and commitment, are values that guide all of us at Petra
Foods
1
as we seek to enhance the Company’s development, performance and growth. The concept of corporate
governance is an integral part of Petra Foods’ ethos, business, systems, processes and operations.
Our annual corporate governance practices review is conducted in the recognition that these practices help us create
long term value for our shareholders not only because it is the right thing to do but at the same time it reduces risk and
enhances returns. We are committed to upholding the Code of Corporate Governance 2012 (the “Code”). Insofar as is
practicable, the format adopted below reflects the Principles laid out in the Code.
The Board of Petra Foods comprises a healthy well balanced mix of entrepreneurs, professionals and corporate
expertise. Out of a total of seven Directors, the board of Directors (the “Board”) comprises three executive Directors,
three non-executive independent Directors and one non-executive non-independent Director. There is a clear
separation of the role of the Chief Executive Officer (“CEO”) and the Chairman. One of our three executive Directors
serves as CEO and Managing Director (“MD”). The Board meets regularly and is provided with timely updates and
information. As and when there are urgent commercial or other corporate matters, Board meetings are convened to
seek guidance from the Board or to elicit a decision. All Directors are expected to act in good faith, and to act in the
interests of Petra Foods.
The Board is supported by the Executive Committee, Audit Committee, Remuneration Committee, Nominating
Committee and the Risk Management Committee. The committees (with the exception of the Executive Committee)
provide guidance and regularly review matters within their purview.
Our corporate governance practices are given below with specific references to the Code.
(I)
BOARD MATTERS
Principle 1 - The Board’s Conduct of Affairs:
Every Company should be headed by an effective Board to lead
and control the Company. The Board is collectively responsible for the long-term success of the Company. The
Board works with Management to achieve this objective and Management remains accountable to the Board.
Policy and Practice
The Board is obliged to act in good faith and in the best interests of the Company. Each Director contributes his
or her own expertise, skills, knowledge and experience to the Board.
Our Board focuses on three key areas, namely:-
(a)
setting the corporate strategy and direction;
(b)
ensuring that there is effective entrepreneurial leadership and management; and
(c)
supervising the proper conduct of matters.
The Board has seven Directors comprising four non-executive Directors, of whom three are independent
Directors. Ms Josephine Price served as a non-executive independent Director and Chairperson of the
Nominating Committee until she stepped down on 29 April 2015. The independent Directors at the date of this
report are Mr Anthony Michael Dean (“Mike Dean”), Mr Koh Poh Tiong and Mr Pedro Mata-Bruckmann, who is
also the Chairman of the Board. Mr Davinder Singh is deemed a non-executive non-independent Director.* Mr
Chuang Tiong Choon (“John Chuang”) is the CEO and MD. Profiles of the Directors are found in pages 16 to
21. The assessment of “independence” is covered in the paragraphs immediately following, and further under
Principle 5 below.
1 All references to Petra Foods or the Company refers to the “Petra Foods Group” or the “Group” which is inclusive of Petra Food Limited and all its
subsidiaries.
