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annual report 2011 21
Kingsmen Creatives Ltd. (the “Company”) is committed to achieving a high standard of corporate governance, and to complying with the Code
of Corporate Governance (the “Code’’). The Company believes that good corporate governance provides the framework for an ethical and
accountable corporate environment, which will safeguard the interests of shareholders. The Company is pleased to confrm that throughout the
fnancial year ended 31 December 2011 (‘‘FY2011’’), it has generally adhered to the principles and guidelines as set out in the Code, except for
certain deviations which are explained below.
1. BOARD MATTERS
The Board’s Conduct of its Affairs
Principle 1: Every company should be headed by an effective Board to lead and control the company. The Board is collectively
responsible for the success of the company. The Board works with Management to achieve this and the Management remains
accountable to the Board.
The principal functions of the Board of Directors are to:
• set and direct the long-term vision and strategic direction of the Group;
• review the performance of the Group’s management;
• establish a proper risk management system to ensure that key potential risks faced by the Group are properly identifed and managed;
• conduct periodic review of the Group’s internal controls, fnancial performance, compliance practices and resource allocation;
• approve annual budgets, proposals for acquisitions, investments and disposals;
• review corporate governance practices; and
• set the Company’s values and standards, and ensure that obligations to shareholders and others are understood and met.
Presently, the Board of Directors comprises six Directors (of whom three are Independent Directors). Information on and profles of the Directors
are set out in the Board of Directors’ section of this Annual Report. The Board of Directors is constituted as follows:-
Executive Directors
Mr Benedict Soh Siak Poh, Executive Chairman
Mr Simon Ong Chin Sim, Group Managing Director
Mr Anthony Chong Siew Ling, Managing Director, ‘Exhibitions & Museums’
Independent Directors
Mr Lee Hock Lye
Mr Prabhakaran Narayanan Nair
Mr Wong Ah Long
The Board of Directors meets at least four times a year and at other times as appropriate and is entrusted with the responsibility for the overall
management and corporate affairs of the Group. It delegates the formulation of business policies and day-to-day management to the Executive
Directors.
Matters which specifcally require the Board’s decision or approval are those involving:
• corporate strategy and business plans;
• investment and divestment proposals;
• funding decisions of the Group;
• nominations of Directors to the Board and appointment of key personnel;
• quarterly/half-year and full-year results for announcements, annual reports and accounts;
• material acquisitions and disposals of assets; and
• all matters of strategic or material importance.
Every Director is expected, in the course of carrying out his duties, to act in good faith and to consider at all times the interests of the Company.
All other matters are delegated to committees whose actions will be monitored by the Board. These committees include the Audit Committee
(“AC”), the Nominating Committee (“NC”) and the Remuneration Committee (“RC ”), which operate within clearly defned terms of reference
and functional procedures.
Newly-appointed Directors will be given an orientation program with materials provided to help them familiarise themselves with the business and
organisational structure of the Group. To get a better understanding of the Group’s business, the Directors are also given opportunities to visit the
Group’s operational facilities and meet with management staff. Where necessary, the Directors will be updated regarding new legislation and/or
regulations which are relevant to the Group. In the event that a new Director is appointed, the Company will provide a formal letter to the newly-
appointed Director setting out his duties and obligations.
Corporate
Governance Report