SINGAPORE MYANMAR INVESTCO LIMITED
| Annual Report 2016
21
CORPORATE GOVERNANCE
REPORT
The Board of Directors (the “Board”) of Singapore Myanmar Investco Limited (the “Company”, and together with its
subsidiaries, the “Group”) is committed to comply with the principles of the Code of Corporate Governance 2012 (the
“Code”). The Company believes that good corporate governance is essential in building a sound corporation with an
ethical environment, thereby protecting the interests of all shareholders. This Corporate Governance Report sets out
the Company’s corporate governance practices. The Board confirms that, for the financial year ended 31 March 2016
(“FY2016”), the Company has generally adhered to the principles and guidelines set out in the Code, except where
otherwise stated. Where there have been deviations from the Code, the Company has sought to provide an appropriate
explanation for each deviation in this Corporate Governance Report. The Company will continue to enhance its corporate
governance practices appropriate to the conduct and growth of its business and to review such practices from time to
time, to ensure compliance with the Listing Manual of the Singapore Exchange Securities Trading Limited (“SGX-ST”).
BOARD MATTERS
Principle 1: Board’s Conduct of Affairs
The primary function of the Board is to provide effective leadership and direction to enhance the long term value of
the Group to its shareholders and other stakeholders. The Board oversees the business affairs of the Group, approves
the Group’s business strategies and financial objectives, 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.
Board approval
Matters that require the Board’s decision or approval are those involving:
corporate strategy and business plans;
investment and divestment proposals;
funding decisions of the Group;
nominations of Directors for appointment to the Board and appointment of the Group CEO;
announcement of half-year and full-year results, the annual report and accounts;
material acquisitions and disposal of assets;
all matters of strategic importance;
corporate governance; and
interested person transactions.
Apart from the matters that specifically require the Board’s approval, the Board approves transactions exceeding
certain threshold limits, while delegating authority for transactions below those limits to Management so as to optimize
operational efficiency.
Delegation of the Board
Three Committees have been established to assist the Board in discharging its duties and responsibilities and to enhance
the Group’s corporate governance framework. The Committees include the Audit Committee (“AC”), the Nominating
Committee (“NC”) and the Remuneration Committee (“RC”). The Board also delegates certain of its functions to these
Committees, which would make recommendations to the Board. These Committees, which operate within clearly defined
terms of reference, play an important role in ensuring good corporate governance in the Company and within the Group.
These terms of reference are reviewed on a regular basis to ensure their continued relevance. The Board accepts that while
these various board committees have the authority to examine particular issues and will report back to the Board with their
decisions and/or recommendations, the ultimate responsibility on all matters lies with the Board.
