33
Annual Report 2014
Corporate Governance and Transparency
The Board has delegated certain functions to the established Board Committees, namely Strategic Development,
Enterprise Risk Management, Audit, Nominating and Remuneration Committees, save for the following matters which
are reserved for the Board’s decision:
l
the recommendations of the Strategic Development Committee;
l
the Group’s long term objectives and commercial strategy;
l
the making of any decision to cease to operate all or any material part of the business of the Group or to extend
the Group’s activities into new business;
l
the consideration of any proposal to merge or amalgamate the Company with any other company;
l
the approval of any acquisition of any investment, asset or business by the Company or any of its subsidiaries
which would involve the commencement of an activity of a substantially different nature or character to any
activity from time to time carried on by the Company or any of its subsidiaries;
l
the approval of any changes relating to the Group’s capital structure including changing the amount or currency
of the Company’s share capital, reduction of capital, share issues (except under employee share options plan);
l
the approval of risk management policy for the Company and its subsidiaries;
l
the approval of the Company’s quarterly results, audited financial statements and other appropriate statements
for inclusion in the Company’s Annual Report as well as the issue of Annual Report;
l
the recommendation of the payment of any dividend by the Company or any exercise of the powers of the
Board in relation to reserves or capitalisation of profit;
l
appointment or removal of director from the Board (with recommendation made by the Nominating Committee)
and the appointment or removal of the Company Secretary;
l
make changes to the structure and size of the Board, following receipt of recommendation from the Nominating
Committee;
l
in the case of any conflict of interest which the Board, after being appropriately advised, considers to be
material, as to whether such conflict should be authorised and, if so, authorise such conflict upon such terms
and conditions as the Board considers appropriate;
l
determining the remuneration packages for senior executives of the Company (following receipt of
recommendation by the Remuneration Committee);
l
reviewing the performance of the Board annually; and
l
any matter required to be considered or approved by the Board as a matter of law or regulation.
During the financial year, the Board had met five (5) times to discharge its duties and had on various occasions used
circular resolutions in writing to sanction certain decisions. Day to day management of the Group has been delegated
to the Group President and Executive Directors.
