The board of directors of the Company (the “Board”) has an appropriate balance and mix of skills, experience and knowledge and is well-diversified in terms of age group, gender and nationality. The Board comprises highly qualified and effective members who are responsible for providing overall entrepreneurial leadership and setting strategic objectives for the long-term success of the Group. The Board is entrusted with oversight of the business performance and affairs of the Group. The Board also sets good principles of ethics and values for the Company 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.
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
As at 30 September 2018, the Board comprises twelve 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 Ming
- 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)
Delegation of Authority on certain Board Matters
In order for the Board 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 Risk Management Committee.
Each Board Committee is governed by clear terms of reference (the “Terms of Reference”) 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. For example, following the change of name of the Risk Management Committee to the Sustainability and Risk Management Committee (“SRMC”), the Board approved changes to the Terms of Reference of this Board Committee taking into consideration the additional role of the SRMC to assist the Board in carrying out its responsibility in determining environmental, social and governance factors (“ESG factors”) identified as material to the business and monitoring and managing ESG factors.
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”). 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 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. 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 planning 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. For the financial year ended 30 September 2018, the Board met five times.
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.
The number of Board meetings and Board Committee meetings held in the financial year ended 30 September 2018 and the attendance of Directors at these meetings can be found here.
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. Going forward, in accordance with the amended SGX-ST Listing Rules (“Listing Rules”), unless the Nominating Committee (“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 SGX-ST, must undergo mandatory training in his roles and responsibilities as prescribed by the SGX-ST.
Our Directors are kept continually and 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 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 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. During the financial year ended 30 September 2018, the Board has been briefed and updated on changes to the Listing Rules and the Corporate Governance Code.