43 ANNUAL REPORT 2023 REPORT ON CORPORATE GOVERNANCE Our Directors are regularly updated on the Group’s businesses and the regulatory and industry-specific environments in which the entities of the Group operate. Updates on relevant legal, regulatory and technical developments and good corporate governance may be in writing or disseminated by way of briefings, presentations and/or handouts. During the financial year: a) The external auditor, Ernst & Young LLP briefed the ARC on changes in accounting standards that affects the Group; b) The Chief Executive Officer regularly updates the Board on the business activities and strategies of the Group during Board meetings. Such update would also include any significant developments, issues or risks affecting the Group; c) The Board and Senior Management also held business planning meetings to have a more in-depth discussion on the strategic issues and direction of the Group; and d) Some of the Directors also conducted site visits to the overseas subsidiaries to understand the operations as well as interaction with the senior management in the overseas subsidiaries. Access to Information The management of the Company has an on-going obligation to supply the Board with complete, adequate and relevant information in a timely manner. In addition, the Board has separate and independent access to the Company’s management in respect of obtaining information, as reliance purely on what is volunteered by the management of the Company may not to be adequate in certain circumstances and further enquiries may be required for the Board to fulfil its duties properly. The information that is provided by the management of the Company to the Board includes background or explanatory information relating to matters to be brought before the Board, copies of disclosure documents, budgets, forecasts and internal financial statements. In addition, in respect of budgets, any material variances between the projections and actual results are also disclosed and explained. As a general rule, board papers are sent to Board members at least 3 working days before the board meeting to afford the Directors with sufficient time to review the board papers prior to the meetings. Directors have separate and independent access to the senior management, company secretary and external advisers (where necessary) at the Company’s expenses. The role of the Company Secretary is clearly defined and includes the responsibility for ensuring that the Board procedures are followed and that applicable rules and regulations are complied with. The Company Secretary (or his authorised nominee) attends all Board and ARC meetings. Under the direction of the Chairman, the Company Secretary’s responsibilities include ensuring good information flows within the Board and the ARC and between senior management and Non-Executive Directors, as well as facilitating orientation and assisting with professional development as required. The appointment or the removal of the Company Secretary is subject to the Board’s approval. In addition to the above, the Board has procedures for Directors, either individually or as a group, in the furtherance of their duties, to take independent professional advice, if necessary, at the Company’s expense.
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