Board of Directors

Dato Koh Hong Sun

Dato’ Koh Hong Sun

Independent Non-Executive Director

Dato’ Koh was appointed as an Independent Non-Executive Director of QBE Malaysia on April 2011. He holds Master Degree in Strategic & Security Studies from Universiti Kebangsaan Malaysia. Dato’ Koh had a distinguished career with the Royal Malaysian Police (RMP) for almost 40 years, having joined RMP as a Probationary Inspector in 1971 and retired in October 2010 as the Director of Commercial Crime Investigation Department. During the period as an officer of the RMP, he has held various important command posts including as Commandant of The Police Training Centre in Kuala Lumpur, Assistant Director NCB-Interpol, Officer-in Charge of Brickfields Police District, Federal Traffic Chief, Deputy Chief Police Officer of Johor, Chief Police Officer of Penang and Commissioner of Police as Director of Commercial Crime Investigation Department. Dato' Koh is a Director of Mega First Corporation Berhad and Genting Malaysia Berhad which are both listed on Bursa Malaysia.

 
dato tan ang meng

Dato’ Tan Ang Meng

Independent Non-Executive Director

Dato’ Tan was appointed as an Independent Non-Executive Director of QBE Malaysia on 13 April 2016. He is the Chairman of the Audit Committee and Nomination Committee. He is also a member of the Remuneration Committee and Risk & Capital Committee. He is a Certified Public Accountant and was admitted to the Malaysia Institute of Certified Public Accountants in 1980. Dato’ Tan started his career in 1975 with PriceWaterhouseCoopers, Kuala Lumpur in the audit division. He left the firm in 1981 to join UMW. In 1983, he joined Guinness Malaysia Berhad. Following the merger between Guinness Malaysia Berhad and Malayan Breweries (M) Sdn. Bhd., he was transferred to Malayan Breweries Limited in 1991 (which later changed its name to Asia Pacific Breweries Ltd) and served within the Group until January 2001. During that period, he held various senior management positions with his last position as Regional Director based in Singapore with responsibility for the brewery operations in China, Vietnam, Cambodia and Myanmar. In March 2001, he joined as Chief Executive Officer of Fraser & Neave Holdings Bhd, a position he held until his retirement in November 2010. Dato’ Tan is also a Director of Mega First Corporation Berhad and Red Sena Berhad (under members’ voluntary liquidation), which all are listed on Bursa Malaysia.

 
adeline koh

Ngoi Siew Cheng Adeline 

Executive Director

Ngoi Siew Cheng Adeline was appointed as the Executive Director on the Board of QBE Insurance (Malaysia) Berhad in May 2018. She also sits on the board of QBE Seaboard Insurance Philippines Inc. Being an ex-regulator, Adeline has vast experience in insurance regulations and supervision, particularly in Asia. She joined QBE Asia Regional Office from 2005 and was responsible for the implementation of QBE's risk management strategy and framework as well as overseeing the regulatory and compliance activities in Asia. Since 2014, she has been the Regional Head of Regulatory and Compliance for QBE Asia Pacific Division which encompasses QBE's operations in Asia and the Pacific.

Prior to joining QBE, she was an ex-regulator in Singapore for over 20 years with 2 years stint as its Representative in the London Representative Office. She was also the Chief Executive Officer of the Institute of Banking and Finance (IBF) in Singapore, responsible for spearheading IBF in establishing its new charter as the standards setting body for financial professional competency in the financial sector in Singapore.

Adeline is a Fellow of the UK Chartered Insurance Institute. She is a member of the Nomination Committee of QBE Insurance (Malaysia) Berhad.

 
Aruno

Arunothayam Rajaratnam

Independent Non-Executive Director

Ms. Arunothayam Rajaratnam (Aruno), a former Lawyer and a Chartered Insurance Practitioner has held diverse roles in the industry including being a Principle Officer, Underwriter, Broker, Reinsurer, Legal Counsel, Claims Manager and Loss Adjuster. She was awarded the "Personality Of The Year" at the 19th Asia Insurance Industry Awards (2015) in recognition of her 40 years of experience in the Asian insurance industry. In 2014, Aruno was the 1st Asian and only the  2nd woman to be awarded the prestigious PLUS 1 Award at the PLUS International Conference in Las Vegas, USA. She placed the 1st Directors & Officers  Policy in Asia in 1986 and co-authored the mandatory textbook for the Certificate of General Insurance in Singapore in 1990. Aruno was the pioneer who developed and managed the First Compulsory Professional Indemnity Insurance Scheme for Lawyers in Singapore. She continues to conduct lectures for the Insurance industry and organises several workshops in Asia for PLUS and for Bima Gyaan  platform in India.

 

Directors' Report - For the Financial Year Ended 31 December 2018

Corporate Governance

Financial Reporting 

The Directors are responsible for ensuring that the accounting records are properly kept and that the Company’s financial statements are prepared in accordance with Malaysian Financial Reporting Standards (“MFRS”), International Financial Reporting Standards and the requirements of the Companies Act 2016 in Malaysia.

The Board and senior management receive regular financial and management reports to enable them to effectively monitor the financial performance and condition of the Company in relation to the corporate objectives and responsibilities.

Meetings of Directors

  Full Meeting
of Directors
Audit Nomination Renumeration Risk & Capital
Number of meetings held during the year 6 6 3 3 6
  Number Attended Number Attended Number Attended Number Attended Number Attended
Dato' Koh Hong Sun 6 6 3 3 6
Dato' Tan Ang Meng 6 6 3 3 6
Arunothayam Rajaratnam 6 6 3 3 6
Ngoi Siew Cheng Adeline (Appointed on 15 May 2018) 4 5 2 1 4
Market Thomas Lingafelter (Resigned on 15 May 2018) 2 1 1 2 2
 
Directors and their Interests in Shares
 a) The Directors who have held office since the date of the last report are as follows:
  • Dato’ Koh Hong Sun
  • Dato’ Tan Ang Meng
  • Arunothayam Rajaratnam
  • Ngoi Siew Cheng Adeline (Appointed on 15 May 2018)
  • Mark Thomas Lingafelter (Resigned on 15 May 2018)

b) In accordance with Regulation 63 of the Company's Constitution, Dato’ Tan Ang Meng retire by rotation at the forthcoming Annual General Meeting and being eligible, offers himself for re-election.

c) n accordance with Regulation 68 of the Company’s Constitution, Ngoi Siew Cheng Adeline who was appointed during the financial year, retires at the forthcoming Annual General Meeting and being eligible, offers herself for re-election.

d) According to the Register of Directors’ Shareholdings required to be kept under Section 59 of the Companies Act 2016, the interest of the Directors in office at the end of the financial year in shares in the Company or its holding company or subsidiaries of the holding company during the financial year were as follows:

 Number of Ordinary Shares of A$1 each
Shares in QBE Insurance Group Limited  At 1.1.2018/At date of appointment  Acquired  Extinguished At 31.12.2018 
 Ngoi Siew Cheng Adeline  4,001 3,755  7,756 

Rights over shares in QBE Insurance Group Limited granted to the Directors

Number of rights over Ordinary Shares of A$1 each
At 1.1.2018/At date of appointment Acquired Extinguished At 31.12.2018
Ngoi Siew Cheng Adeline 4,664 26 (3,571) 1,119

e) Other than the above, none of the other Directors in office at the end of the financial year held any interest in the shares in or debentures of the Company or its related corporations during the financial year.
 
Directors' Remuneration
Details of Directors’ remuneration are set out in Note 17 to the financial statements.

BOARD CHARTER

MEMORANDUM AND ARTICLES OF QBE INSURANCE (MALAYSIA) BERHAD