CORPORATE GOVERNANCE REPORT
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Code Principles & Guidelines with Specific Disclosure Requirements
Compliance Page Reference
Guideline 9.6
More information on the link between remuneration paid to the executive Directors and key
management personnel, and performance. The annual remuneration report should set out
a description of performance conditions to which entitlement to short-term and long-term
incentive schemes are subject, an explanation on why such performance conditions were
chosen, and a statement of whether such performance conditions are met.
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Principle 10 : Accountability
The Board should present a balanced and understandable assessment of the
Company’s performance, position and prospects.
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Principle 11 : Risk Management And Internal Controls
The Board is responsible for the governance of risk. The Board should ensure that
Management maintains a sound system of risk management and internal controls to
safeguard shareholders’ interest and the Company’s assets, and should determine
the nature and extent of the significant risks which the Board is willing to take in
achieving its strategic objectives.
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Guideline 11.3
• The Board should comment on the adequacy and effectiveness of the internal controls,
including financial, operational, compliance and information technology controls, and risk
management systems.
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• The Board should also comment on whether it has received assurance from the CEO and
the CFO: (a) that the financial records have been properly maintained and the financial
statements give true and fair view of the Company’s operations and finances; and (b)
regarding the effectiveness of the Company’s risk management and internal control systems.
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Principle 12 : Audit Committee (“AC”)
The Board should establish an AC with written terms of reference which clearly set
out its authority and duties.
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Guideline 12.1
Names of the members of the AC and the key terms of reference of the AC, explaining its role
and the authority delegate to it by the Board.
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Guideline 12.6
Aggregate amount of fees paid to the external auditors for that financial year, and breakdown of
fees paid in total for audit and non-audit services respectively, or an appropriate negative statement.
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Guideline 12.7
The existence of a whistle-blowing policy.
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Guideline 12.8
Summary of the AC’s activities and measures taken to keep abreast of changes to accounting
standards and issues which have a direct impact on financial statements.
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Principle 13 : Internal Audit
The Company should establish an effective internal audit function that is adequately
resourced and independent of the activities it audits.
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Principle 14 : Shareholder Rights
Companies should treat all shareholders fairly and equitably, and should recognise,
protect and facilitate the exercise of shareholders’ rights, and continually review and
update such governance arrangements.
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Guideline 14.3
Allow corporation which provide nominee or custodial services to appoint more than 2 proxies.
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Principle 15 : Communication with Shareholders
Companies should actively engage their shareholders and put in place an investor
relations policy topromote regular, effective and fair communicationwith shareholders.
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Guideline 15.4
Steps taken to solicit and understand shareholders’ view, eg through analyst briefings, investor
road shows or investors’ Day briefings.
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Guideline 15.5
• Companies are encouraged to have a policy on payment of dividends and should
communicate it to shareholders.
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• Where dividends are not paid, the Company must disclose its reasons.
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Principle 16 : Conduct Of Shareholder Meetings
Companies should encourage greater shareholder participation at general meetings
of shareholders, and allow shareholders the opportunity to communicate their views
on various matters affecting the company.
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Guideline 16.1
Companies should allow for absentia voting at general meetings of shareholders.
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