The Board is committed to maintaining good corporate governance to enhance and safeguard the interest of its shareholders. This report below describes the corporate governance framework & practices of the Company with reference to the Code of Corporate Governance 2012 (the “Code 2012”) for the financial year ended 31 December 2014 (“FY2014”). Explanations are provided where there are deviations from the Code 2012. The Company has complied with the principles of the Code where appropriate.
1. BOARD MATTERS
1.1. Board’s Conduct of Affairs
Principle 1: Every Company should be headed by a long-term effective Board to lead and control the Company. The Board is collectively responsible for the success of the Company. The Board works with Management to achieve this and the Management remains accountable to the Board.
The primary function of the Board is to protect and enhance long term value and returns for shareholders. Besides carrying out its statutory responsibilities, the Board’s roles includes:
λ Providing entrepreneurial leadership stewardship to the Company including charting its corporate strategies and business plans;
λ Ensuring that the necessary financial and human resources are in place for the Company to meet its objectives;
λ Authorizing and monitoring major investment and strategic commitments;
λ Reviewing and assessing the performance of the Management (comprising executive directors (“Executive Directors”) and executive officers (“Executive Officers”)) of the Company;
λ Overseeing the evaluation of the adequacy of internal controls, addressing risk management, financial reporting and compliance, and satisfying itself as to the sufficiency of such processes;
λ Establishing a framework for effective control, including the safeguarding of shareholders’ interests and the company’s assets;
λ Providing guidance and advice to Management;
λ Being responsible for good corporate governance;
λ Considering sustainability issues, including environmental and social factors, as part of the Company’s strategic formulation;
λ Identifying key stakeholder groups of the Company and recognising that their perceptions affect the Company’s reputation; and
λ Setting the Company’s values and standards, including ethical standards, and ensuring that the obligations to its shareholders and other stakeholders are understood and met.
All directors are expected to discharge their duties and responsibilities at all times as fiduciaries in the interests of the Company.
The Board has also adopted strict internal guidelines and financial authority limits structure setting forth matters that require Board approval. The Board’s decision or specific approval is required on matters such as commitments and payments of operating and capital expenditure exceeding S$2,000,000, major funding proposals, investment and divestment proposals, major acquisitions and disposals, corporate or financial restructuring, mergers and acquisitions, share issuance and dividends, acceptance of bank facilities, release of the Group’s half year and full year results announcements and interested person transactions of a material nature.
The Company’s Articles of Association permit the Directors of the Company to attend meetings through the use of audio-visual communication equipment.