SUNNINGDALE TECH LTD
ANNUAL REPORT 2014
CORPORATE GOVERNANCE REPORT
36
Pertinent information is communicated to shareholders on a regular and timely basis through:
•
the Company’s annual reports that are prepared and issued to all shareholders. The Board makes every effort to ensure that
the annual report includes all relevant information about the Group;
•
quarterly financial statements containing a summary of the financial information and affairs of the Group for the period. These
are published on the SGXNET and in news releases;
•
notices of and explanatory memoranda for AGM and Extraordinary General Meetings. The Board ensures that there should be
separate resolutions at general meetings on each substantially separate issue and supports the Code’s principle as regards to
the “bundling” of resolutions. The Board will provide reasons and material implications where resolutions are interlinked;
•
press releases on major developments of the Group;
•
disclosures to the Singapore Exchange; and
•
the Group’s website at
from which shareholders can access information on the Group. The website
provides,
inter alia
, corporate announcements, press releases, annual reports, and profiles of the Group.
In addition, shareholders are encouraged to attend the AGM to ensure a greater level of shareholder participation and for them to be
kept up to date as to the Group’s strategies and goals. The notice of the AGM is dispatched to shareholders, together with explanatory
notes or a circular on items of special business, at least 14 working days before the meeting. Each item of special business included
in the notice of the meeting is accompanied, where appropriate, by an explanation for the proposed resolution.
The Board views the AGM as the principal forum for dialogue with shareholders, being an opportunity for shareholders to raise issues
and ask the directors or Management questions regarding the Company and its operations.
The Board supports the Code’s principle to encourage shareholder participation. The Articles allow a shareholder of the Company to
appoint one or two proxies to attend the AGM and vote in place of the shareholder.
The Chairmen of the
AC
,
RC
and
NC
are normally available at the AGM to answer those questions relating to the work of these
Committees. The external auditors are also present to assist the Board in addressing any relevant queries by the shareholders.
DEALING IN SECURITIES
In compliance with Listing Rule 1207 (19), the Group has adopted and implemented an internal code in relation to the dealing of
shares of the Company. The Group has procedures in place, including prohibition on insider trading, which restricts the dealing in the
Company’s shares during the periods commencing one month (for the Group’s half yearly and full year results) and two weeks (for the
Group’s quarterly results) prior to the announcement of the Group’s results and ending on the date of the announcement of the results,
or if they are in possession of unpublished material price-sensitive information of the Group.
In addition, the Group also prohibits its directors, key officers and executives from dealing in the Company’s securities at any time they
are in possession of unpublished price sensitive information, or on short-term consideration. The Group confirms that, to the best of
its knowledge, the directors, key officers and executives do not deal in the Company’s securities on a short term consideration.
INTERESTED PERSON TRANSACTIONS
The Company has adopted an internal policy in respect of any transaction with interested persons and has set out the procedures for
review and approval if such transactions do occur.
MATERIAL CONTRACTS
There was no material contracts entered into by the Company or any of its subsidiaries involving the interests of any Director or
controlling shareholder during the year under review.
CORPORATE GOVERNANCE REPORT
