Corporate governance
Board of Directors & Committees
Board composition, director independence determinations, committee membership and committee charters.
Incumbent directors are elected to serve until the Company’s next annual meeting and until each director’s successor is duly elected and qualified. As of the date of the Company’s most recent Annual Report on Form 10-K, the Board consists of five members.
Board composition
| Name | Position | Independent |
|---|---|---|
| John Tan Honjian | Chairman of the Board | — |
| Ken Lim Zhao Qi | Director | Yes |
| Victor Chua Kok Hoe | Director | Yes |
| Ethan Low Yu Jie | Director | — |
| Constance Wong Poh Yin | Director | — |
Committee membership
| Director | Audit | Compensation |
|---|---|---|
| John Tan Honjian | — | — |
| Ken Lim Zhao Qi | Chair | ✓ |
| Victor Chua Kok Hoe | ✓ | Chair |
| Ethan Low Yu Jie | — | — |
| Constance Wong Poh Yin | — | — |
Ken Lim Zhao Qi qualifies as an “audit committee financial expert” as defined in applicable SEC rules and has accounting or related financial management expertise. Each member of the audit committee is expected to be financially literate.
Nominating and Corporate Governance Committee
The Board has not appointed a Nominating and Corporate Governance Committee. The Board believes that nominating and corporate governance responsibilities are best handled at this time by the full Board, given its size.
Director independence
An “independent director” is defined generally as a person other than an executive officer or employee of the Company or its subsidiaries, or any other individual having a relationship which, in the opinion of the Board, would interfere with the exercise of independent judgment in carrying out the responsibilities of a director. The Board has determined that Mr. Chua and Mr. Lim are independent directors as defined in the applicable Nasdaq listing standards and applicable SEC rules.
Following the Company’s special meeting of stockholders on 9 May 2024, the Company became a controlled company. Nasdaq listing standards generally require that a majority of the board be independent; a controlled company is exempt from certain of those requirements. Although the Company is not currently listed on Nasdaq, the Company intends to continue to apply Nasdaq corporate governance standards, including those relating to director independence.
Committee charters
Each of the standing committees of the Board operates pursuant to a written committee charter. The Company’s governance documents comprise the Audit Committee Charter, the Compensation Committee Charter and the Code of Conduct. Copies are available free of charge from the Company.
- Audit Committee CharterDocument to be posted
- Compensation Committee CharterDocument to be posted
- Code of ConductDocument to be posted
Pending posting, copies may be requested at no charge — see Shareholder Information.