Powering growth - Aztech Group Ltd - Investor Relations

22a z t e c h a n n u a l r e p o r t 2 0 0 9C o r p o r a t e G o v e r n a n c eCorporate Governance ReportBoard Composition and BalanceThe current Board comprises 7 Directors, of which 3 are Independent Directors. The Group has an effective board that can lead and control thebusinesses of the Group. With the diversification into new businesses in the last two years, the Board’s composition of majority of Executive Directors,who have intimate knowledge of the operations of the various businesses is beneficial. The Executive Directors work closely with Independent Directors,who bring independent judgment and perspective on issues to the Board.The Board as a whole has a well balanced composition. The Board has an appropriate mix of expertise and experience, and collectively possesses thenecessary core competencies for effective functioning and informed decision-making. These competencies include financial knowledge, accountingexpertise, business acumen, industry knowledge, legal expertise, familiarity with the regulatory requirements and knowledge of risk management. TheIndependent Directors communicate regularly to discuss matters and where necessary, have informal meetings and discussions without the presenceof the Executive Directors.The details and profile of each of the Directors is found on pages 8 and 9 and Appendix 1 of this report.Chairman and Chief Executive OfficerMr Michael Mun is both the Chairman and Chief Executive Officer (“CEO”). The Board is of the view that it is in the interest of the Group to adopt a singleleadership structure, whereby the CEO and Chairman of the Board is the same person, so as to ensure that the decision-making process of the Groupwould be robust and effective. The Board confirms this structure does not have concentrated power in the hands of one individual and that each Boardmember exercises independent decision-making. This is achieved by the Board as:1. The Independent Directors actively participate in Board meetings and freely challenge the assumptions and proposals submitted by theManagement;2. The Independent Directors participate in discussions via e-mail or telephone at any time to enquire on and understand pertinent issues affectingthe affairs and business of the Group;3. A Lead Independent Director has been appointed to co-ordinate the activities of the Independent Directors to provide a non-executive perspectiveto the Board.As Chairman, Mr Mun sets guidelines on and monitors the flow of information from Management to the Board to ensure that all material information isprovided comprehensively and promptly for the Board to make informed decisions.He also ensures that queries raised and clarifications sought by the Directors are addressed and where further research and information is required, hedirects the Company Secretary and Management to obtain the information and update the Board accordingly.As the Executive Chairman and CEO, Mr Mun, with the assistance of the Company Secretary, schedules Board meetings as and when required andprepares the agenda for Board meetings. He encourages constructive relations between the Board and Management and between the ExecutiveDirectors and Independent Directors. He plays an active role in the Group’s drive to achieve and maintain a high standard of corporate governance.Access to InformationPrior to each Board meeting, Aztech’s Management provides the Board with information relevant to matters on the agenda for the Board meeting.The Board has independent access to the Management and the Company Secretary at all times. The Company Secretary attends all Board and BoardCommittee meetings and is responsible for, among other things, ensuring that Board meetings are conducted properly and that all applicable rules andregulations are complied with. Where necessary, the Directors and Board Committees can seek independent professional advice.