Powering growth - Aztech Group Ltd - Investor Relations

More documents

Recommendations

Info

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.
C o r p o r a t e G o v e r n a n c ea z t e c h a n n u a l r e p o r t 2 0 0 923Corporate Governance ReportBoard and Management CommitteesThe following Committees assist the Board in executing its duties:• Audit Committee (“AC”)• Remuneration Committee (“RC”)• Nomination Committee (“NC”)• Investment CommitteeThe Chairman of each of the AC, RC and NC is an Independent Director. Each Board Committee is guided by its terms of reference. A record of eachDirector’s Board Committee memberships and attendance at Board Committee meetings during the financial year 2009 is set out on page 21.The Investment Committee comprises two Executive Directors (Mr Michael Mun and Mr Martin Chia), the Head of Finance (Mr Herman So) and VicePresident of Legal and Corporate Affairs / Company Secretary (Ms Pavani Nagarajah). All investment proposals are reviewed and submitted to the Boardby the Investment Committee. The Committee members, assisted by other Management staff, are responsible for advising the Board on the businessobjectives and risk profile of the investments proposed by the Management. Where required, external advice from industry experts is obtained by theGroup.Board Performance / MembershipThe NC has established a review process to assess the performance and effectiveness of the Board as a whole as well as to assess the contributionand performance of individual Directors.Each Director on the NC independently makes his assessment and the results are compiled by the Company Secretary and tabled at a meeting. The NCreviews the results and freely comments on areas that require improvement by the Board as a whole and each individual Director, where necessary.The criteria for the Board’s assessment are:• Adequacy of Board meetings• Independence component in the Board• Board’s team spirit• Board’s ability to make decision as a whole• Board’s ability to strategise and propose sound business direction as a whole• Board’s effectiveness in identifying and reviewing major concerns of the Group• Board’s effectiveness in identifying risks facing the Group and ensuring adequate control, monitoring and reporting mechanisms are in place• Board’s effectiveness in monitoring Group’s internal controls• Board’s effectiveness in strategising and problem solving• Board’s performance against the performance of specific targets over a five year period to determine if the Board has enhanced long termshareholder valueThe criteria for individual Directors’ assessment are:• Attendance of Board and Committee meetings• Overall participation in meetings• Providing expertise in either: (i) accounting (ii) business or (iii) legal fields• Leadership• Ability to strategise and propose sound business direction• Responsibility / Dedication / Commitment• General effectiveness as a Director
Page 1 and 2: Powering GrowthAnnual Report 09
Page 3 and 4: AztecH’S GLOBAL REACHAztech at a
Page 5 and 6: F i n a n c i a l H i g h l i g h t
Page 7 and 8: V a l u e - a d d e d s t a t e m e
Page 9 and 10: L e t t e r t o s h a r e h o l d e
Page 11 and 12: B o a r d o f D i r e c t o r sa z
Page 13 and 14: Operations ReviewAztech Electronics
Page 15 and 16: o p e r a t i o n s r e v i e wa z
Page 17 and 18: Operations ReviewAz Marine / AZ Uni
Page 19 and 20: o p e r a t i o n s r e v i e wa z
Page 21 and 22: o u r C O m m i t m e n ta z t e c
Page 23: C o r p o r a t e G o v e r n a n c
Page 27 and 28: C o r p o r a t e G o v e r n a n c
Page 35 and 36: F i n a n c i a l S t a t e m e n t
Page 75 and 76:
F i n a n c i a l S t a t e m e n t
Page 77 and 78:
Page 79 and 80:
Page 81 and 82:
Page 83 and 84:
Page 85 and 86:
Page 87 and 88:
Page 89 and 90:
Page 91 and 92:
Page 93 and 94:
Page 95 and 96:
Page 97 and 98:
Page 99 and 100:
Page 101 and 102:
Page 103 and 104:
Page 105 and 106:
Page 107 and 108:
Page 109 and 110:
Page 111 and 112:
Page 113 and 114:
Page 115 and 116:
Page 117 and 118:
Page 119 and 120:
Page 121 and 122:
Page 123:
HEAD OFFICEAZTECH GROUP LTD31 Ubi R
show all

Powering growth - Aztech Group Ltd - Investor Relations

You also want an ePaper? Increase the reach of your titles

Delete template?

Save as template?