Sustainability and Governance Report
[Corporate
GOVERNANCE
Matters Requiring Board Approval
The Board has identified a number of areas for which the Board has direct responsibility for decision-making. Interested Persons Transactions and the Group's internal control
procedures are also reviewed by the Board. Major investments and funding decisions are approved by the Board.
The Board will also meet to consider the following corporate matters:-
•
Approval of quarterly and year end result announcements;
•
Approval of the Annual Reports and Accounts;
•
Convening of Shareholder's Meetings;
• Approval of Corporate Strategies; and
•
Material Acquisitions and disposal of assets.
Disclosure of Interest
All Directors are required to objectively discharge their duties and responsibilities in the best interests and benefit of the Company. Directors and Chief Executive Officer who are
in any way, directly or indirectly, interested in a transaction or proposed transaction, including those identified within the Code and provisions of the Companies Act, Cap. 50 (the
"Act") will declare the nature of their interests and not participate in any discussion and decision on the matter.
Each Director is aware of the requirements in respect of his/her disclosure of interests in securities, disclosure of conflicts of interest in transactions involving the Company,
prohibition on dealings in the Company's securities and restrictions on the disclosure of price-sensitive information.
Principle 2: Board Composition and Balance
The Board has an appropriate level of independence and diversity of thought and background in its composition to enable it to make decisions in the best interests of
the Company.
The Board consists of six directors of whom three are executive, and three are independent directors. The Company does not have any alternate directors.
The criteria for independence is based on the definition as stated in the Code. The Board considers an "independent" director as one who has no relationship with the Company, its
related companies or its officers that could interfere, or be reasonably perceived to interfere, with the exercise of the director's independent judgment of the conduct of the Group's
affairs.
Based on its composition, the Board is able to exercise objective judgment on corporate affairs. The composition of the Board is reviewed annually by the Nominating Committee
to ensure that the Board has an appropriate mix of expertise, experience and independence needed to discharge its duties effectively.
Although Non-Executive Directors of the Company do not make up a majority of the Board, the Nominating Committee is of the view that there is a strong and independent element
on the Board thereby eliminating the risk of a particular group dominating the decision-making process. The Board ensures that the process of decision making by the Board is
independent and is based on collective decision without any concentration of
power.
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