Sustainability and Governance Report
[C
Corporate
GOVERNANCE
With effect from 7 February 2020, SGX Regco has adopted a risk-based approach to quarterly reporting. Based on the new approach, a company will have to report its financials
on a quarterly basis if:
•
It has received a disclaimer of opinion, adverse opinion or qualified opinion from its auditors on its latest financial statements;
•
Its auditors have expressed a material uncertainty relating to going concern on its latest financial statements; or
•
SGX RegCo has regulatory concerns with the company, for example if it has had material disclosure breaches or where it faces issues that have material financial impact.
As none of the above has occurred, and as the Company is eligible to adopt half-yearly reporting, the Board has decided to adopt half-yearly reporting.
As a result, the Company only held 3 Board meetings for the year ended 31 March 2020.
To assist in the execution of its responsibilities, the Board has established an Audit Committee, Nominating Committee and Remuneration Committee. These committees function
within clearly defined terms of references and operating procedures, which are reviewed on a regular basis. The effectiveness of each committee is also monitored.
An orientation programme, including site visit to the Company's operation outlets, is organised for new directors to familiarise them with the Company's business, operations,
organisation structure and corporate policies. They are briefed on the Company's corporate governance practices, regulatory regime and their duties as directors.
Board members are encouraged to attend seminars and received training to enable to perform effectively as Directors. All Directors are updated regularly concerning any changes
in the Company's policies, risks management, key changes in the relevant regulatory requirements and accounting standards. The Company also provides ongoing education on
Board processes, governance and best practices. Newly appointed Directors are briefed by the Management on the business activities of the Group and its strategic directions.
They are also provided with relevant information on the Company's policies and procedures.
Access to information
In order to ensure that the Board is able to discharge its responsibilities, Management is required to provide adequate and timely information to the Board on the Board's affairs and
issues that require the Board's decision, as well as ongoing reports relating to operational and financial performance of the Company.
Management's proposals to the Board for approval provide background and explanatory information such as facts, risk analysis, financial impact and recommendations. Any
material variances between projections and the actual results of budgets disclosed are explained to the Board. Employees who can provide additional insights into matters to be
discussed, are invited at the relevant time to attend the Board meetings to address queries raised.
The Board has separate and independent access to senior management at all times. If the Directors, whether as a group or individually, need independent professional advice, the
Company will, upon directions by the Board, appoint a professional advisor selected by the group or individual to render the advice. The cost of such professional advice will be
borne by the Company.
Audit Committee meets the external auditor, Ernst & Young LLP, at least once a year, without the presence of Management.
The Company Secretary, or her representatives, attends all Board meetings and is responsible in ensuring that the Board procedures are followed. It is the Company Secretary's
responsibility to ensure that the Company complies with requirements of the Companies Act. Together with Management, the Company Secretary is responsible for compliance with
all rules and regulations which are applicable to the Company. The appointment and removal of the Company Secretary are subject to the Board's approval.
12View entire presentation