SEO Version
FORTERRA
ANNUAL REPORT 2013
CORPORATE GOVERNANCE
REPORT
39
In respect of FY 2013, the composition of the Board of the Trustee-Manager is determined using the
principles in the BTR:
•
At least a majority of the directors shall be independent from management and business
relationships with the Trustee-Manager.
•
At least one-third of the directors shall be independent from management and business
relationships with the Trustee-Manager, and from every substantial shareholder of the
Trustee-Manager.
•
At least a majority of the directors shall be independent from any single substantial shareholder
of the Trustee-Manager.
The Board reviewed its size and composition during the year under review. The nine (9) directors
provide core competencies ranging from accounting, financial Management, architectural knowledge,
business and management experience, strategic planning experience and customer-based knowledge
in PRC. Collectively the directors bring a wide range and depth of experience and industry expertise,
represented by their skills, knowledge, experience, nationality and diversity of age.
The non-executive directors constructively challenge, debate and help develop proposals on strategy,
and review and monitor the performance of Management. The Board encourages the non-executive
directors to meet periodically to discuss certain matters privately, without Management’s presence. Out
of the eight (8) non-executive directors, five (5) are independent directors. Management is therefore
able to benefit from their external, diverse and objective perspective on issues raised before the
Board. This also facilitates the interaction between the Board and Management through a robust and
constructive exchange of ideas and views, both within and outside the formal environment of meetings.
Given the current size and geographic footprint of the operations of Forterra, the Board is of the view
that its directors possess the necessary competencies to lead and guide Forterra, and the current Board
size and composition, with a majority of independent directors, are appropriate to facilitate effective
decision-making.
Principle 3: Chairman and Chief Executive Officer (“CEO”)
The Trustee-Manager adheres to the principle that responsibilities between the Chairman of the Board
and the CEO are to be separate. As a result, the positions of Chairman and CEO are held, respectively,
by Mr. Eric Chung, who is non-executive and non-independent Chairman, and Mr. Andrew Seah, who
is CEO. Mr. Chung and Mr. Seah are not related to each other.
The separation of roles between the Chairman and the CEO, including those as set out below, is
reviewed by the Board annually.
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