The Board is committed to setting and maintaining high standards of corporate governance to preserve and
enhance the interests of all shareholders. The Board has adopted the recommendations of the Code of Corporate
Governance 2012 (the “
Code
”).
This report describes the Company’s corporate governance processes and activities with specific reference to each
of the principles set out in the Code. The Company confirms that it has adhered to the principles and guidelines
set out in the Code. Where there are deviations from the Code, appropriate explanations are provided.
BOARD MATTERS
Principle 1: The Board’s Conduct of Affairs
The Board’s role is to:
•
provide entrepreneurial leadership, set strategic objectives, and ensure that the necessary financial and
human resources are in place for the Company to meet its objectives;
•
establish a framework of prudent and effective controls which enables risks to be assessed and managed,
including safeguarding of shareholders’ interests and the Group’s assets;
•
review management performance;
•
identify the key stakeholder groups and recognise that their perceptions affect the Company’s reputation;
•
set the Company’s values and standards (including ethical standards) and ensure that obligations to
shareholders and other stakeholders are understood and met; and
•
consider sustainability issues, e.g. environmental and social factors, as part of its strategic formulation.
All our Directors are tasked to objectively discharge their duties and responsibilities at all times as fiduciaries in
the interests of the Company.
In accordance with the Code, the Board has, without abdicating its responsibility, established Board committees to
assist the Board in discharging its responsibilities and to enhance the Group’s corporate governance framework. The
Board committees include the Audit Committee (“
AC
”), the Nominating Committee (“
NC
”) and the Remuneration
Committee (“
RC
”), which have been delegated with specific authority. Each Board committee functions within its own
defined terms of reference and procedures. All committees are chaired by an independent non-executive Director.
All Board members objectively make decisions in the interests of the Company. The composition and description
of each Board committee is set out in this report.
The Board conducts regularly scheduled meetings on a quarterly basis to coincide with the announcement of the
Group’s quarterly and full-year results and to update the Board on significant business activities and overall business
environment. Ad-hoc meetings will be held as and when required to address any significant issues that may arise. The
Company’s Articles of Association provide for meetings to be held via telephone, electronic or other communication
facilities which permit all persons participating in the meeting to communicate with each other simultaneously.
The non-executive Directors are also encouraged to communicate amongst themselves, and with the Company’s
Auditors and the legal advisors of the Company without the presence of the executive Director(s) and management.
21
AVI-TECH ELECTRONICS LIMITED
| ANNUAL REPORT 2015
CORPORATE
GOVERNANCE
