The Principles And Guidelines Of The Code Of Corporate Governance

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The Company is committed in its continuing efforts to achieving high standards of corporate governance and business conduct in order to ensure greater transparency and to safeguard the interests of shareholders. We are pleased to confirm that the Company has adhered to the principles and guidelines of the Code of Corporate Governance 2012 (the “Code”), except for Guideline 3.1 (Chairman and CEO should be separate persons) and Guideline 9.2 (Disclosure on Remuneration), the reasons for which deviations are explained below.

This report describes the Company’s corporate governance practices with specific reference to the principles and guidelines of the Code.

BOARD MATTERS

Principle 1: The Board’s Conduct of Affairs
Principle 2: Board Composition
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Through Board meetings and Board committees appointed by the Board, the Board monitors the performance of the Company, safeguards the Company’s assets, oversees the internal controls and sets the business direction for the Company.

The Board has delegated specific responsibilities to three committees namely, the Audit Committee (“AC”), the Nominating Committee (“NC”) and the Remuneration Committee (“RC”) to assist in the execution of its responsibilities. Each committee has its own written terms of reference, which clearly sets out the objectives, duties, powers, responsibilities and operating procedures to discharge its responsibilities more efficiently.

The Board holds meetings on a quarterly basis. When circumstances require, ad-hoc meetings are arranged. The Company’s Articles of Association allow a Board meeting to be conducted by way of a teleconference. In place of physical meetings, the Board also circulates written resolutions for approval by the relevant members of the
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Principle 3: Chairman and Chief Executive Officer

The Board is of the view that it is in the best interest of the Group to adopt a single leadership structure whereby the Executive Chairman and Chief Executive Officer (“Chairman and CEO”) is the same person, so as to ensure that the decision making process of the Company would not be unnecessarily hindered. The Board is of the opinion that there are sufficient safeguards and checks to ensure that the process of decision making by the Board is independent and based on collective decisions without any individual exercising any considerable concentration of power or influence.

Mr Luo Hui Lai has assumed the roles of both Chairman and CEO since 4 March 2014. As such, Mr Luo bears responsibility for the workings of the Board as well as day-to-day running of the Group’s

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