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. This report describes the Group’s main corporate governance practices with specific
references to the principles of the Code.
The Company is pleased to confirm that throughout the financial year ended 31 December 2015 (“
FY2015
”), the Group has
complied substantially with the principles and guidelines of the Code. Where there are deviations from the recommendations
of the Code, we have provided the reasons and explanations in relation to the Group’s practices, where appropriate.
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, authorities 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 relating to 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.
k i n g s m e n c r e a t i v e s l t d
a n n u a l r e p o r t 2 0 1 5
•
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