SUNNINGDALE TECH LTD
ANNUAL REPORT 2014
CORPORATE GOVERNANCE REPORT
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Sunningdale Tech Ltd (“Sunningdale Tech” or the “Company”) is committed to ensuring a high standard of corporate governance
within the Group to protect the interests of its shareholders and maximise long-term shareholder value. This report is in compliance
with the continuing obligations stipulated under Chapter 7 of the Singapore Exchange Securities Trading Limited (“SGX-ST”)
Listing Manual.
Sunningdale Tech has complied substantially with the requirements of the Code of Corporate Governance 2012 (the “Code”) for the
financial year ended 31
st
December 2014 (“FY 2014”) and will continue to review its practices on an ongoing basis. It has provided an
explanation for any deviation from the Code, where appropriate.
BOARD MATTERS
Board’s Conduct of its Affairs
Principle 1:
Every company should be headed by an effective Board to lead and control the company. The Board is collectively
responsible for the long-term 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 its shareholders. Besides carrying out
its statutory responsibilities, the Board oversees the formulation of the Group’s overall long-term strategic objectives and directions;
deliberates the Group’s annual business and strategic plans and monitors the achievement of the Group’s corporate objectives.
It assumes responsibility for the Group’s overall strategic plans and performance objectives, financial plans and annual budgets,
investments proposals, financial performance reviews, compliance and accountability systems, and corporate governance practices.
The Board’s approval is required for matters such as corporate restructuring, mergers and acquisitions, major investments and
divestments, material acquisitions and disposals of assets, major corporate policies on key areas of operations, the release of the
Group’s quarterly, half-year and full year’s results and interested person transactions of a material nature.
The full Board meets regularly on a quarterly basis and ad-hoc Board meetings are convened as and when they are deemed necessary.
Meetings via telephone or video conference are permitted by Sunningdale Tech’s Articles of Association. The Secretary attends all
Board meetings and is responsible for ensuring that Board procedures are observed.
All Directors are provided with regular updates on changes in the relevant laws and regulations to enable them to make well-informed
decisions.
A record of the Directors’ attendance at Board meetings for the financial year ended 31 December 2014 is set out below.
Board Meetings
Name of Director
Held
Attended
Koh Boon Hwee (Chairman)
8
7
Khoo Boo Hor
8
8
Wong Chi Hung
8
8
Steven Uhlmann
8
5
Gabriel Teo Chen Thye
8
8
Steven Tan Chee Chuan
8
7
Kaka Singh
8
8
Ong Sim Ho
8
7
Formal Board meetings are held on a regular basis to oversee the business affairs of the Group and to approve the financial results or
business strategies or objectives. Additional Special Board meetings and/or Teleconference meetings are held to deliberate on urgent
substantive matters.
CORPORATE GOVERNANCE REPORT
