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Corporate Governance Report
Kingsmen Creatives Ltd. (
the Company
) and its subsidiaries (
the Group
) is committed to achieving a high standard of corporate governance, and to
complying with the Code of Corporate Governance 2012 (
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 2012 (
FY2012
), the Group has adhered to the principles and guidelines of the Code.
1. BOARD MATTERS
The Board’s Conduct of 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 long-term success of the company. The Board works with Management to achieve this objective and Management remains accountable to
the Board.
The principal role of the Board is to:
•
set and direct the long-term vision and strategic direction of the Group;
•
review the performance of Management;
•
establish a proper risk management system to ensure that key potential risks faced by the Group are properly identifed and managed;
•
conduct periodic reviews 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 other stakeholders are understood and met.
Delegation by the Board
Board committees, namely the Nominating Committee (
NC
), Remuneration Committee (
RC
) and Audit Committee (
AC
) have been constituted
to assist the Board in the discharge of specifc responsibilities. The duties, authority and accountabilities of each committee are set out in their
respective terms of reference. Further information on the roles and responsibilities of the NC, RC and AC are set out in the sections relating to
principles 4, 7 to 9 and 12 of this Report respectively.
Board Approval
Matters which specifcally require the Board’s decision or approval are:
•
corporate strategy and business plans;
•
major funding proposals and investments including the Group’s commitment in terms of capital and other resources;
•
the appointment and remuneration packages of the Directors and Management;
•
the Group’s quarterly and full-year fnancial results and annual report for each fnancial year;
•
material acquisitions and disposals of assets;
•
share issuances, interim dividends and other returns to shareholders; and
•
matters involving a confict of interest for a substantial shareholder or a director.
While matters relating to the Group’s strategies and policies require the Board’s direction and approval, Management is responsible for the day-
to-day operations and administration of the Group.
Board Meetings
The schedule of all Board and Board committees meetings and the Annual General Meeting (
AGM
) for each fnancial year is
planned well in advance, in consultation with the Directors. The Board meets at least four times a year at regular intervals and on an ad hoc
basis, as and when circumstances require. Tele-conferencing at Board Meetings is allowed under the Company’s Articles of Association.
KINGSMEN CREATIVES LTD ANNUAL REPORT 2012
21
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