SINGAPORE WINDSOR HOLDINGS LIMITED
| Annual Report 2015
16
CORPORATE GOVERNANCE
REPORT
Singapore Windsor Holdings Limited (the “Company”) and its subsidiaries (collectively, the “Group”) are committed to
maintaining high standards of corporate governance to protect the interests of our shareholders and enhance corporate
accountability and transparency.
This report describes the Company’s corporate governance processes and activities with specific reference to the Code of
Corporate Governance 2012 (the “Code”). The Company has complied substantially with the requirements of the Code
and will continue to review its practices on an ongoing basis. Where there are deviations from the Code, appropriate
explanations have been provided in this report or in other sections of this Annual Report which may be relevant to
corporate governance. Please read this report together with those other sections of this Annual Report.
BOARD MATTERS
Principle 1: Board’s Conduct of Affairs
The primary function of the Board is to oversee the business affairs of the Group, approves the Group’s business strategies
and financial objectives, and major investment and funding decisions. It also monitors and evaluates the Group’s
operations and financial performance by establishing goals for Management and monitoring the achievement of these
goals. It is responsible for the overall corporate governance of the Group.
The Board is entrusted with the responsibility for the overall management of the business and corporate affairs of the
Group. Matters that require the Board’s decision or approval are those involving:
z
corporate strategy and business plans;
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investment and divestment proposals;
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funding decisions of the Group;
z
nominations of directors for appointment to the Board and appointment of key personnel;
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announcement of half-year and full-year results, the annual report and accounts;
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material acquisitions and disposal of assets;
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all matters of strategic importance; and
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corporate governance.
The Board comprises of members with strong business credentials and or with industry knowledge, from various
professions such as banking, accounting and legal. Two scheduled Board meetings are conducted in a year to review
the financial performance and to update the Board on significant business activities and overall business environment.
In addition to the scheduled meetings, the Board also holds ad-hoc meetings as and when required to address any
significant issues that may arise.
The Articles of Association of the Company (the “Articles”) allow board meetings to be conducted by means of telephone
conference, or other methods of simultaneous communication by electronic or other communication facilities. When a
physical board meeting is not possible, the Board can communicate through electronic means or via circulation of written
resolutions for approval.
Directors are updated regularly by the Company Secretary on the amendments and requirements of the Singapore
Exchange Securities Trading Limited (“SGX-ST”) and other statutory and regulatory changes which have an important
bearing on the Company and the Directors’ obligations to the Company, from time to time. Such new releases issued
which are relevant to the Directors are circulated to the Board.
Newly appointed Directors are briefed by the Management on the business activities of the Group and its strategic
directions. There are also orientation programs tailored to familiarise newly appointed Directors with the role and
responsibilities of a Director of a public company in Singapore. First-time Directors will be provided training in areas such
as accounting, legal and industry-specific knowledge as may be appropriate.
