REPORT ON CORPORATE GOVERNANCE
The Board of Directors is committed to maintaining a high standard of corporate governance within the Group. Good corporate
governance establishes and maintains a legal and ethical environment in the Group, which strives to preserve the interests of all
stakeholders and topromote investors’ confidence in theGroup. TheCompany has adoptedpractices basedon theCode of Corporate
Governance 2012 (the “Code”) issued by the Monetary Authority of Singapore.
The Company believes that it is substantially in compliance with the Code. This Report describes the Company’s corporate governance
processes with reference to the Code.
1. The Board’s Conduct of its Affairs
The Board plays an important role to oversee the Group’s business affairs and to provide entrepreneurial leadership to the
Company. This includes the approval of theGroup’s strategic plans, key business initiatives, financial objectives, major investments
and funding decisions, the review of the Group’s financial performance, the evaluation of the performance of the management
and the Group, the establishment of a prudent and effective controls framework, the values and standards of the Company and
the fulfilment of obligations to the shareholders. These functions are carried out directly by the Board or through committees of
the Board, which have been set up to support its work.
The Directors ensure the decisions made by them are objectively in the interest of the Company.
The Boardmeets regularly with at least four Boardmeetings each financial year, as warranted by particular circumstances, as deemed
appropriate by the Board. The Company has provided for telephonic and videoconference meetings in its Articles of Association.
The details of the number of Board meetings held during the financial year, as well as the attendance of every Board member at
those meetings and meetings of the specialised Committees established by the Board, are set out in the following table:
Name of
Board of Director
Audit and Risk
Nominating
Compensation
Executive
Director
Meetings
Committee
Committee
Committee
Committee
Meetings
Meetings
Meetings
Meetings
Number of meetings Number of meetings Number of meetings Number of meetings Number of meetings
held attended
held attended
held attended
held attended
held attended
LimMing Seong
5
5
–
–
1
1
1
1
7
7
Tan Mok Koon
5
5
–
–
–
–
1
1
7
6
Lim Boon Kheng 5
5
–
–
–
–
–
–
7
7
Lee Soo Hoon Phillip 5
5
4
4
1
1
–
–
–
–
Lim Boh Soon
5
4
–
–
1
1
1
1
7
7
Sin Boon Ann
5
5
4
4
–
–
–
–
–
–
Lam Kwok Chong
5
5
4
4
–
–
–
–
–
–
Tan Hien Meng
5
1
4
–
–
–
–
–
–
–
(appointed on
1 November 2014 )
The Company has adopted internal guidelines setting forth matters that require the Board’s approval. In that aspect, the Board
has delegated to the management of the Company the authority to approve transactions in the ordinary course of business as
specified in the following table. Any transactions falling outside the scope as specified in the following table would then have to
be approved by the Board:
Nature of transactions
Quantum of transactions
Capital expenditure
Any amount more than $500,000.00
Mergers, acquisitions and divestments
Any amount
The Company has in place general orientation-training programmes to ensure that every newly appointed Director of the
Company is familiar with the Group’s structure, the Group’s business and its operations and the Company’s governance practices.
Every newly appointed Director of the Company is expected to undergo an orientation programme which includes meeting
with the Chairman, Managing Director and Group Chief Financial Officer as part of the training in the affairs of the business. The
Company relies on the Directors to undergo further relevant training, if necessary to update themselves on the relevant new laws,
regulations and changing commercial risks, from time to time.
The Company will issue a formal appointment letter, which sets out the director’s duties and obligations, to each director
upon appointment.
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CSE Global Limited
