SUNNINGDALE TECH LTD
ANNUAL REPORT 2014
CORPORATE GOVERNANCE REPORT
28
The Board has not set any internal guideline for maximum listed companies Board representation which a Director may hold. The
Board’s policy on the number of directorships held by each director is based on the principle of full transparency and a substantive
evaluation of each director’s ability to contribute effectively to Board’s business. Although the board will be mindful of the overall
commitment of each director the number of directorship is but a factor. All directors need to fully disclose their directorships so that this
information is transparent and open to all parties. The NC, in reviewing an individual director for re-appointment, will take into account
the director’s attendance, contributions to discussions and overall understanding of the business, as well as assess the director’s
thoroughness and preparedness for the Board’s business.
Board Performance
Principle 5:
There should be a formal annual assessment of the effectiveness of the Board as a whole and its board committees
and the contribution by each director to the effectiveness of the Board.
The
NC
has adopted a system for assessing the effectiveness of the Board as a whole. Each Director was requested to participate in
the appraisal process which focused on:-
a) the composition and degree of independence of the Board;
b) information flow from management;
c) Board’s access to management and external experts;
d) Board process;
e) Investor relations and corporate social responsibility vis-à-vis the Board;
f) Strategy review activities;
g) appropriate financial measures to assess the Board’s stewardship;
h) Board’s management of the Company’s performance;
i) Board Committees’ effectiveness;
j) Chairman of the Board effectiveness; and
k) CEO’s performance and succession planning.
There are no new appointment of directors. The Board and the
NC
will with best effort, ensured that directors appointed to the Board
possess the background, experience, knowledge in business, finance and management skills critical to the Group’s business. It will
also ensure that each director, with his special contributions, brings to the Board an independent and objective perspective to enable
balanced and well-considered decisions to be made.
As part of the training and development of the Board, the Company will whenever necessary, arranges for the Directors to be briefed
from time to time on changes to regulations, guidelines and accounting standards as well as other relevant issues, through third
parties.
Access to Information
Principle 6
:
In order to fulfill their responsibilities, directors should be provided with complete, adequate and timely information
prior to board meetings and on an on-going basis so as to enable them to make informed decisions to discharge
their duties and responsibilities.
Directors are from time to time furnished with detailed information concerning the Group to enable them to be fully cognisant of the
decisions and actions of the Group’s executive management. All directors have unrestricted access to the Company’s records and
information. They also receive monthly management accounts to enable them to exercise oversight over the Group’s financial position.
The agenda for Board meetings is prepared in consultation with the Chairman. Detailed Board papers are prepared for each meeting
and are normally circulated a week in advance of each meeting. The Board papers include sufficient background explanatory
information from the Management on financial, business and corporate issues to enable the directors to be properly briefed on issues
to be considered at Board meetings. Such explanatory information may also be in the form of briefings to the directors or formal
presentations made by senior management staff in attendance at Board meetings, or by external consultants engaged on specific
projects. The Management also kept the Board apprised of material variances between the actual results, corresponding period of
last year and the budget, with appropriate explanation on such variances. The Board is also updated on current business operations,
opportunities and business trends.
CORPORATE GOVERNANCE REPORT
