the provision of information to the Board, the Board standards of conduct and financial performance indicators.
Such performance criteria are approved by the Board and they address how the Board has enhanced long-term
shareholders’ value. The performance criteria allow for comparison with industry peers and do not change unless
circumstances deem it necessary and a decision to change them would be justified by the Board. The assessment
parameters for each Director include attendance record at the meetings of the Board and the Board’s committees
and quality of participation at meetings as well as special contributions. Where appropriate, the Chairman will act
on the results of such evaluation and, in consultation with the NC, propose new members to be appointed to the
Board or seek the resignation of directors.
Each member of the NC shall abstain from voting on any resolutions and making any recommendations and/or
participating in any deliberations of the NC in respect of the assessment of his performance or re-nomination as
a Director.
Principle 6: Access to Information
The Chief Financial Officer (“
CFO
”) provides each member of the Board with appropriate financial accounts and
other information detailing the Group’s performance, financial position and prospects on a regular basis and
provides the Board with meeting and presentation materials in advance of each meeting unless doing so would be
deemed to compromise the confidentiality of highly sensitive information. Further enquiries may be made by the
Directors to discharge his duties properly. The information provided by the CFO includes background or explanatory
information relating to matters to be brought before the Board, copies of disclosure documents, budgets, forecasts
and monthly internal financial statements. In respect of budgets, any material variance between the projections
and actual results is disclosed and explained. The CFO and outside professionals may also be invited to attend the
meetings to provide further insight on specific matters or respond to queries from the Directors.
The Directors have separate and independent access to the Company’s senior management. The Board is also
entitled to request from senior management and is, upon request, provided with such additional information needed
to make informed decisions.
The Directors also have separate and independent access to the Company Secretary, and can seek professional
advice and assistance from the Company Secretary or outsiders if necessary, and the cost of such advice and
assistance will be borne by the Company.
The Company Secretary provides secretarial support to the Board and attends all Board meetings. The Company
Secretary ensures adherence to Board procedures and relevant Singapore rules and regulations applicable to
the Company. Where such rules and regulations relate to foreign jurisdictions, the Company Secretary facilitates
liaison between foreign advisors and the Board. The Company Secretary works with management to ensure good
information flows within the Board and its committees and between senior management and non-executive Directors.
The appointment and the removal of the Company Secretary is a matter for the Board to decide as a whole.
REMUNERATION MATTERS
Principle 7: Procedures for Developing Remuneration Policies
Principle 8: Level and Mix of Remuneration
Principle 9: Disclosure of Remuneration
The RC is regulated by a set of written terms of reference endorsed by the Board setting out their duties and
responsibilities and comprises three (3) Directors, all of whom are non-executive and independent: Mr Goh Chung
Meng – Chairman; Mr Khor Thiam Beng – Member and Mr Michael Grenville Gray – Member.
26
AVI-TECH ELECTRONICS LIMITED
| ANNUAL REPORT 2015
CORPORATE
GOVERNANCE
