The AGM is the principal forum for dialogue with shareholders. The Board welcomes questions and comments
relating to the Group’s business or performance from shareholders at AGMs. Shareholders are given an opportunity
to air their views and direct questions to the Board on matters affecting the Group. The Chairman of the Board
and the respective Chairman of the AC, NC and RC, all Directors, management and representatives of the external
audit firm are normally present at the AGM to address questions from shareholders. The Articles of Association of
the Company allow a shareholder to appoint a proxy to attend and vote in his place at AGMs. Nominee companies
may appoint more than two (2) proxies. Shareholders will be informed of the rules, including voting procedures that
govern general meetings of shareholders. According to the Articles of Association of the Company, all resolutions
at general meetings shall be voted by poll. With poll voting, shareholders present in person or represented by
proxy at general meetings will be entitled to vote on a ‘one-share, one-vote’ basis. The detailed procedures for
poll voting will be explained at the forthcoming AGM. Voting in absentia and by electronic mail is not presently
possible and the Board is not implementing such absentia-voting methods until issues on security and integrity are
satisfactorily resolved. Minutes of general meetings are prepared and available to shareholders upon their request
in accordance with applicable laws.
The Board is aware of its obligations to shareholders and has devised investor relations policies to provide regular,
effective and fair communication and convey pertinent information to shareholders. In line with continuous disclosure
obligations of the Company pursuant to the rules of the SGX-ST, the Board’s policy is that all shareholders should
be equally and timely informed of all major developments and events that impact the Group. Information is
communicated to our shareholders through public announcements via SGXNET and the Company’s website, as
well as news releases where appropriate and annual reports/circulars that are sent to all shareholders and notices
of general meeting are advertised. The Company does not practise selective disclosure of material information.
Material information is excluded from briefings with investors or analysts, unless it has been publicly released via
SGXNet before, or concurrently with, such meetings. Where there is inadvertent disclosure made to a selected
group, the Company will make the same disclosure publicly to all others as soon as practicable.
The Board endeavours to establish and maintain regular dialogue with shareholders, to gather views or inputs, and
address shareholders’ concerns. To that extent, the Company has in the past undertaken regular analyst briefings
to provide market updates on the Group’s business and plans to reinitiate this practice.
CODE OF BUSINESS CONDUCT
The Group has adopted a Code of Business Conduct to regulate the standards of ethical conduct of the Group,
which provides that its Directors, officers and employees are required to observe and maintain high standards of
integrity with the law, regulations and Company policies.
SECURITIES TRANSACTIONS
In line with Rule 1207(19) of the Listing Manual of the SGX-ST, the Group has issued policies on share dealings by
Directors and key officers of the Company, setting out the implications of insider trading and recommendations
of best practices. Directors and all key executives are advised not to deal in the Company’s shares on short-term
considerations or when they are in possession of material unpublished price-sensitive information. The Company
also prohibits its officers from dealing in the Company’s shares, during the periods commencing at least two (2)
weeks before the announcement of the Group’s quarterly results and one (1) month before the announcement of
the Group’s full-year results and, ending on the date of the announcement of such results, or when they are in
possession of unpublished price-sensitive information on the Group.
INTERESTED PERSON TRANSACTIONS
The Company has established procedures to ensure that all transactions with interested persons are reported in a
timely manner to the AC. The Board confirms that there are no material interested person transactions entered into
during the financial year ended 30 June 2015 which fall under Rule 907 of the Listing Manual of the SGX-ST. The
Company has no shareholder mandate pursuant to Rule 920 of the Listing Manual of the SGX-ST.
33
AVI-TECH ELECTRONICS LIMITED
| ANNUAL REPORT 2015
CORPORATE
GOVERNANCE
