CORPORATE GOVERNANCE
The Company is committed to observing good standards of corporate governance. In this report, we describe the Company’s corporate governance processes and activities with reference to the principles of the Quoted Companies Alliance’s Corporate Governance Guidelines.
The main features of the Company’s corporate governance procedures are as follows:
The Board
The Board comprises the non-executive Chairman, three executive directors, and one other non-executive director. The Chairman of the board is John McLean and the Chief Executive Officer is Raphael Tham. Derek Marsh is an independent non-executive director. The independent non-executive director is considered to have no impairment to his independence.
The Board meets regularly to review the Group’s operations and performance. Additional meetings are convened to discuss matters that require urgent consideration. The Board has defined a schedule of matters specifically reserved for its decision and delegates certain powers to the Board committees and to the executive directors, collectively and individually.
Committees of the Board
The Audit Committee, chaired by John McLean, meets at least twice a year with the Company’s external auditors present. Its roles mainly include the review of the financial statements, internal controls and the scope and cost of the audit. The executive directors may also be invited to attend its meetings, where the Committee considers it to be appropriate.
The Remuneration Committee, chaired by Derek Marsh, is responsible for making recommendations to the Board on remuneration policy for directors, including the setting of directors’ salaries and incentive payments. The Committee is also in charge of recommending the granting of share options to the employees.
Relations with Shareholders
The Board considers it important to communicate a balanced and understandable assessment of the group’s performance and prospects to all investors. The Board maintains frequent contact with institutional investors through regular meetings. The Annual General Meeting (“AGM”) is regarded by the Board as an important opportunity to meet and communicate with individual shareholders. Shareholders are given ample time and opportunity at the company’s AGM to express their views and put forward their questions to directors or management concerning the Group. The Board welcomes the views of all shareholders, and other stakeholders, which in the first instance should be communicated to the Chairman.
Internal Control
The Board is ultimately responsible for the Group’s system of internal control, including financial, operational, compliance control and risk management, and for reviewing and monitoring its effectiveness. The system of internal control is designed to manage and minimise risk, rather than eliminate it. In pursuing these objectives internal controls can only provide a reasonable and not absolute assurance against material misstatement or loss.
The Group’s system of internal control is designed to assist its business objectives, safeguard the group’s assets, ensure compliance with regulation and provide reliable financial information. Regular management meetings review all aspects of the Group’s business including any inherent or identified risks. Executive management review the significant risks affecting the business and the policies and procedures by which these risks are managed.
The Board has engaged an external party to provide internal audit services who conduct an annual independent review. The internal auditors’ plans are reviewed by and discussed with the Chairman of the Audit Committee. Through this process, risks are identified and assessed according to their potential impact and likelihood of occurrence and appropriate actions are assigned.
Last updated 19 Mar 2010