Kim Heng Offshore & Marine Holding Limited - Annual Report 2014 - page 27

KIM HENG OFFSHORE & MARINE HOLDINGS LIMITED
ANNUAL REPORT 2014 25
CORPORATE GOVERNANCE REPORT
The Board of Directors (“Board” or “Directors”) of Kim Heng Offshore & Marine Holdings Limited
(“Company”) and its subsidiaries (“Group”) are committed to observing and maintaining high standards of
corporate governance to safeguard the interests of all its stakeholders and to promote investors’ confidence.
This corporate governance report (“Report”) describes the corporate governance framework and practices of
the Company with specific reference to the principles of the Code of Corporate Governance 2012 (“ Code”).
As part of the continuous effort to improve the Group’s risk governance framework, the Board has expanded
the function of the Audit Committee (“ AC”) to include risk management functions and responsibility in
November 2014 to oversee the adequacy and effectiveness of the Group’s risk management framework and
policies and the AC was renamed as the Audit & Risk Committee (“ARC”).
The Board confirms that the Company and Group have, for the financial year ended 31 December 2014
(“FY2014 ”), generally adhered to the principles and guidelines as set out in the Code. Where there are
deviations from the Code, appropriate explanations are provided.
BOARD MATTERS
The Board’s Conduct of its Affairs
Principle 1: Every company should be headed by an effective Board to lead and control the
company. The Board is collectively responsible for the long-term success of the
company. The Board works with Management to achieve this objective and Management
remains accountable to the Board.
The Board is primarily responsible for providing effective leadership and setting strategic directions of the
Group to enhance long-term value to its shareholders and other stakeholders. The management of the
Company (“Management”) also plays a pivotal role in providing Board members with complete, adequate
and timely information to assist the Board in the fulfillment of its responsibilities.
The Board oversees the business affairs of the Group and works with the Management to make objective
decisions in the interest of the Group.
The Board recognises that its principal duties include:
 providing entrepreneurial leadership, setting the strategic directions and the long-term goals of the
Group and ensuring that adequate resources are available to meet these objectives;
 reviewing and approving, inter alia, the releases of the quarterly and full year results announcements,
the annual report and financial statements, material acquisitions and disposals of assets, interested
person transactions, corporate strategies, annual budgets and investment proposals of the Group;
 reviewing and evaluating the adequacy and integrity of the Group’s internal controls, compliance, risk
management and financial report systems;
 reviewing and monitoring the Management’s performance towards achieving organisational goals;
 overseeing succession planning for the Management;
 setting corporate values and standards for the Group to ensure that the obligations to shareholders
and other stakeholders are understood and met;
 ensuring accurate and timely reporting in communication with shareholders; and
 considering sustainability issues including environmental and social factors in the Group’s strategic
formulation.