Navigating Challenges • EMBRACING DIVERSITY | ANNUAL REPORT 2015
NOTICE OF ANNUAL GENERAL MEETING
statisTICS OF SHAREHOLDINGs
FINANCIAL CONteNts
CORPORATE GOVERNANCE REPORT
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
”).
The Board confirms that the Company and Group have, for the financial year ended 31 December 2015 (“
FY2015
”),
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 (“
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 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.
