Annual Report 2005 - Leeden Limited

Corporate Governance Report11Ace Dynamics Limited (the “Company” or “ADL”) is committed to observing high standards of corporate governance to create value for ourstakeholders.This Report outlines the Company’s corporate governance practices embodying the principles in the Code of Corporate Governance (the“Code”). Where there are deviations from the Code, appropriate explanations are provided.BOARD OF DIRECTORSPrinciple 1: Board’s Conduct of its AffairsThe Board of Directors (the “Board”) holds at least two scheduled meetings a year with ad-hoc meetings being convened as and whennecessary. During the year, the Board met four times.ACE DYNAMICS LIMITEDThe principal roles of our Board are as follows:• Formulating and approving the Group’s policies, strategies and fi nancial objectives;• Approving major funding proposals, investment and divestment proposals;• Overseeing the processes for evaluating the adequacy of risk management, internal controls, fi nancial reporting and compliance;• Review and approve any interested person transactions;• Approve the nomination of board directors and appointments to the various Board committees and key managerial personnel;• Reviews and endorses the recommended framework of remuneration for the Board and key executives; and• Assumes responsibilities for compliance with Corporate GovernanceThe Board adopted a set of internal controls and guidelines which sets out approval limits for various levels of Management and also at Boardlevel.To assist the Board in executing its responsibilities, the Board is supported by the Audit Committee, Nominating Committee and theRemuneration Committee. These Committees function within clear defi ned terms of reference, which are reviewed on a regular basis, toensure effectiveness of each Committee.Newly appointed directors are given an orientation on the business activities and directions of the Group. The Company will considerappropriate training for the directors, from time to time.The attendances of the Directors at the meetings of the Board and the Board Committees, as well as the frequency of such meetings forFY 2005 are as follow:Board Audit Committee Nominating RemunerationCommitteeCommitteeName of Directors Meetings Meetings Meetings Meetings Meetings Meetings Meetings Meetingsheld attended held attended held attended held attendedSteven Tham 4 4 - - 3 3 4 4Lim How Boon 4 4 - - - - - -Kelvin Lee 4 4 - - - - - -Tony Chan 4 4 3 3 3 3 4 4Leslie Struys 4 3 3 3 3 3 4 4#Ong Nai Pew 4 3 3 2 - - - -Hendra Harjadi 4 2 - - - - - -+Loh Weng Whye 4 4 - - - - - -# Dr. Ong Nai Pew was appointed as a member of the Audit Committee on 16 February 2005.+Mr Loh Weng Whye was appointed to the Board on 7 February 2005.ANNUAL REPORT 2005