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annual report 2014
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1.
ESTABLISH CLEAR ROLES AND RESPONSIBILITIES (Cont’d)
1.1 Roles and Responsibilities of the Board (Cont’d)
The primary roles of the respective members of the Board are summarised below:
Chairman &
Deputy Chairman
o Provides leadership to the Board
o Ensure that the Board and its Committees function effectively
Managing Director/
Chief Executive Officer
o Responsible for the overall performance of the Group
o Formulation and implementation of business strategies, oversees
the implementation of the Board’s decision and policies
o Supervises the day-to-day management and operations of the Group
Executive Directors
o Responsible for the day-to-day management and operations of the
relevant divisions and functions within the Group
Independent Non-Executive
Directors
o Responsible for providing unbiased, independent and professional
views, advice and judgement, taking into consideration the interests
of the Group and all its stakeholders
o Performance monitoring and enhancement of corporate governance
and internal controls
In accordance with Recommendation 1.7 of the MCCG 2012, a board charter (“the Charter”) has been drawn
up. The primary objective of the Charter is to promote high standards of corporate governance and to clarify
the roles, responsibilities, functions, compositions, operation and processes of the Board. The Board will
regularly review the Charter to ensure compliance with the relevant standards of corporate governance. The
Charter is published on the Company’s corporate website at
1.2 Code of Ethics
Pursuant to Recommendation 1.3 of the MCCG 2012, the Directors’ Code of Ethics outlining the standards of
business conduct and ethical behaviour which the Directors should possess in discharging their duties and
responsibilities has been put in place for all Directors to adhere to, and to enhance the professionalism and
integrity of the Directors. The Directors’ Code of Ethics is posted on the Company’s corporate website. The
Company is in the midst of formulating a formal whistle-blowing policy to further strengthen the governance
on the employees’ conduct and behaviour.
1.3 Strategies Promote Sustainability
The Board recognises the importance to incorporate social responsibilities into our corporate strategies
and operational decisions particularly on the environmental, social and governance aspects to promote
sustainability. Further details are disclosed under the section - “Additional Corporate Disclosure (Corporate
Social Responsibility)” of this Annual Report.
1.4 Access to Information and Advice
The Board is scheduled to meet quarterly to discuss the operations and financial performance of the Group,
with additional meetings to be convened to resolve any major and ad hoc matters requiring immediate attention.
Directors may participate either in person, or through electronic means of communication (via teleconference).
Relevant information and agenda are circulated to the Board members in advance of each Board meeting to
ensure the Directors have sufficient time to solicit further explanations and/or information, where necessary,
so as to enable them to duly discharge their duties and ensure that deliberations at the meeting are focused
and constructive.
The proceedings and relevant resolutions passed at the Board meeting are duly recorded by the Company
Secretary, and properly documented and filed in the Minutes Book maintained at the Registered Office in
Bermuda.
Statement on Corporate Governance (Cont’d)
