KINGSMEN CREATIVES LTD
ANNUAL REPORT
2014
21
Corporate Governance Report
Kingsmen Creatives Ltd. (the
Company
) and its subsidiaries (collectively the
Group
) are 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 confirm that throughout the financial year
ended 31 December 2014 (
FY2014
), 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 of Directors (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 identified
and managed;
•
conduct periodic reviews of the Group’s internal controls, financial performance, compliance practices and resource
allocation;
•
approve annual budgets and proposals for acquisitions, investments and disposals;
•
ensure the Group’s compliance with good corporate governance practices; and
•
set the Group’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 (the
NC
), Remuneration Committee (the
RC
) and Audit Committee
(the
AC
), have been constituted to assist the Board in the discharge of specific responsibilities. The duties, authority and
accountabilities of each committee are set out in their respective written terms of reference. Further information on the
roles and responsibilities of the NC, RC and AC are described separately under the various sections of each committee
below.
Board Approval
Matters which specifically require the Board’s 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, half-year and full-year financial result announcements and annual report for each financial year;
•
material acquisitions and disposals of assets;
•
share issuances, interim dividends and other returns to shareholders; and
•
matters involving a conflict 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 and Board Committees Meetings
The schedule of all Board and Board committees meetings and the Annual General Meeting (
AGM
) for each financial 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.
The number of Board and Board committees meetings held in FY2014 and the attendance of our directors at these meetings
are as follows:
Board
Meeting
Audit
Committee
Meeting
Nominating
Committee
Meeting
Remuneration
Committee
Meeting
Name of Director
Held Attended Held Attended Held Attended Held Attended
Soh Siak Poh Benedict
4
3
4
3 *
1
-
1
-
Simon Ong Chin Sim
4
4
4
4 *
1
1
1
1 *
Chong Siew Ling
4
4
4
4 *
1
1 *
1
1 *
Prabhakaran S/O Narayanan Nair
4
4
4
4
1
1
1
1
Wong Ah Long
4
3
4
3
1
1
1
1
Tan Cher Liang
4
4
4
4
1
1
1
1
* Attendance by invitation
