KINGSMEN CREATIVES LTD
ANNUAL REPORT
2014
29
4.
SHAREHOLDER RIGHTS AND RESPONSIBILITIES
Shareholder Rights
Principle 14: Companies should treat all shareholders fairly and equitably, and should recognise, protect and facilitate
the exercise of shareholders’ rights, and continually review and update such governance arrangements.
Communication with Shareholders
Principle 15: Companies should actively engage their shareholders and put in place an investor relations policy to
promote regular, effective and fair communication with shareholders.
Conduct of Shareholder Meetings
Principle 16: Companies should encourage greater shareholder participation at general meetings of shareholders, and
allow shareholders the opportunity to communicate their views on various matters affecting the company.
The Board is mindful of the obligation to provide regular, effective and fair communication with shareholders. Information
is communicated to the shareholders on a timely basis. The Company does not practise selective disclosure. Price sensitive
information is first publicly released via SGXNET and/or our corporate website before the Company meets with any group of
investors or analysts. The Group’s financial results and annual reports are announced or issued within the period specified under
the Listing Manual, and are also made available to the public via the Company’s website.
The Board welcomes the views of shareholders on matters affecting the Group, whether at shareholders’ meetings or on an
ad-hoc basis. Shareholders are informed of shareholders’ meetings through notices published in the newspapers, reports
and/or circulars provided to all shareholders. Each item of special business included in the notices of shareholders’ meetings
is accompanied, where appropriate, by an explanation for the proposed resolution. Separate resolutions are proposed for
substantially separate issues at shareholders’ meetings for approval. “Bundling” of resolutions are kept to a minimum and are
done only where the resolutions are interdependent so as to form one significant proposal and only where there are reasons
and material implications involved. The Executive Chairman and chairpersons of the AC, NC and RC are typically available at
shareholders’ meetings to answer queries. The external auditors are also present at the AGM to assist the directors in addressing
any relevant queries by shareholders regarding the conduct of audit and the preparation and content of the auditors’ report. The
AGM is the principal forum for dialogue with shareholders. In addition, the Company also holds briefings to present half-year
and full-year financial results for the media and analysts. Outside of the financial announcement periods, when necessary and
appropriate, management will meet investors and analysts who like to seek a better understanding of the Group’s business and
operations. This also enables the Company to solicit feedback from the investment community on a range of strategic and topical
issues which provide valuable insights to the Company on investors’ views. When opportunities arise, the Company conducts
media interviews to give its shareholders and the public a better perspective of the Group’s business, operations and prospects.
The Articles of Association of the Company allow a member of the Company to appoint one or two proxies to attend and vote
instead of the member. Voting in absentia and electronic mail may only be possible following careful study to ensure the integrity
of the information and authentication of the identity of member through the web is not compromised and is also subject to
legislative amendment to recognise electronic voting.
The minutes of general meetings, which include questions and comments from shareholders and responses from the Board and
management, are available to shareholders upon written request.
5.
DEALINGS IN SECURITIES
The Company has adopted an internal policy on dealings in the Company’s securities, which is in line with the requirements
of the Listing Manual and notified to all directors and employees of the Group. The Company and all directors, officers and
employees of the Group are prohibited from dealing in the Company’s securities during the period commencing two weeks
before the announcement of the Group’s quarterly and half-year financial results, and the period commencing one month
before the announcement of its full-year financial results.
All directors, officers and employees are expected to observe insider trading laws at all times. In particular, they are aware
that dealing in the Company’s securities, when they are in possession of unpublished material price-sensitive information
in relation to those securities, is an offence. Our directors, officers and employees are also discouraged from dealing in the
Company’s securities on short-term considerations.
6.
MATERIAL CONTRACTS
Except as disclosed in the financial statements, there were no material contracts (including loans) of the Company or its
subsidiaries involving the interests of the Chairman, Group Managing Director, directors or controlling shareholders which
subsisted at the end of the financial year or have been entered into since the end of the previous financial year.
7.
INTERESTED PERSON TRANSACTIONS
The Group has adopted an internal policy in respect of any transaction with interested party within the definition of Chapter
9 of the Listing Manual and has in place procedures for review and approval of all interested person transactions. In the
event that a potential conflict of interest arises, the director concerned will not participate in discussions, abstains from
decision-making, and refrains from exercising any influence over other members of the Board.
There are no interested person transactions conducted under shareholders’ mandate pursuant to Rule 920 of the Listing
Manual and excluding transactions amounting to less than S$100,000, there are no other interested person transactions
during FY2014. To ensure compliance with Chapter 9 of the Listing Manual, the Board and the AC review, on a quarterly
basis, interested person transactions entered into by the Group (if any).
Corporate Governance Report
