Annual Report 2010 - Leeden Limited

Corporate Governance ReportLeeden Limited Annual Report 2010Leeden Limited (the “Company” or “Leeden” or “Group”) continues to be committed to developing and upholding the standardsof corporate governance, guided by the principles and guidelines of the Singapore Code of Corporate Governance 2005 (the“Code”).This Corporate Governance Report describes the Company’s corporate governance practices and activities that were in place forthe financial year 2010. In line with the Code, the Board of Directors (the “Board”) hereby confirms that the Company has adheredto the Code and all deviations from the Code are disclosed and explained.BOARD OF DIRECTORSPrinciple 1: Board’s Conduct of its AffairsThe Board of Directors (the “Board”) conducts regular scheduled meetings on a quarterly basis. Ad-hoc meetings are convenedas and when necessary. During the year, the Board met four times.The principal roles of our Board are as follows:-♦♦♦♦♦♦♦♦Formulating and approving the Group’s policies, strategies and financial objectives;Approving annual budgets, major funding proposals, investment and divestment proposals;Overseeing the processes for evaluating the adequacy of risk management, internal controls, financial reporting andcompliance;Reviewing and approving any interested person transactions;Approving the nomination of board members and the appointment of key executives;Reviewing and endorsing the recommended framework of remuneration for the Board and key executives;Setting values and standards of the Company and ensuring that obligations to shareholders are understood; andAssuming responsibilities for compliance with Corporate Governance.The Board is obliged to act in good faith and will consider at all times, the interest of the Company. The Company has adopted aset of Approving Authority & Limit, setting out the level of authorization required for specified transactions, including those thatrequire Board’s approval.To assist the Board in executing its responsibilities, the Board is supported by the Audit Committee, Nominating Committee andRemuneration Committee. In April 2010, the Board formed the Risk Management Committee to assist the Board in reviewing riskin the areas of operational and strategic risk, financial risk (including IT support), regulatory and compliance risk and also humanresource management risk.These Committees function within clear defined terms of reference, which are reviewed on a regular basis, to ensure effectivenessof each Committee.Upon appointment of a director, orientation program is organized for the newly appointed director to ensure that incoming directoris familiar with the Company’s business activities and directions of the Group. On an ongoing basis, the Company will considerrelevant training for the directors, from time to time. Relevant courses include seminars conducted by the Singapore Institute ofDirectors, Singapore Stock Exchange or other training institutes. To enhance the Directors’ knowledge of the business operationof the Group, visits to the various business locations including Malaysia, Thailand, Indonesia and China are arranged from timeto time.A formal letter is provided to each newly-appointed Director, explaining their statutory and other duties and responsibilities as adirector.23