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bh global marine LIMITEDANNUAL REPORT 2012
CORPORATE GOVERNANCE REPORT
The Group is committed to achieving and maintaining high standards of corporate governance. The Group has substantively
complied with the recommendations of the Code of Corporate Governance 2005 (“Code”) through effective self-regulatory
corporate practices to protect and enhance the interests of its shareholders. This report describes the Group’s corporate
governance processes and activities in conjunction with the Singapore Exchange Securities Trading Limited’s requirements that
issuers describe its corporate governance practices with specifc reference to the Code in its annual reports.
Principle 1: The Board’s conduct of its Affairs
The Board’s principal functions are:
1. approving the Group’s strategic plans, key operational initiatives, major investments
and divestments and funding requirements;
Guideline 1.1 of the Code: The Board’s
role
2. reviewing the performance of the business and approving the release of the
fnancial results announcement of the Group to shareholders;
3. providing guidance in the overall management of the business and affairs of the
Group;
4. overseeing the processes for internal control, risk management, fnancial reporting
and statutory compliance; and
5. approving the recommended framework of remuneration for the Board and key
executives as may be recommended by the Remuneration Committee.
The Board has delegated certain specifc responsibilities to four (4) board committees,
namely, the Audit Committee (“AC”), Nomination Committee (“NC”), Remuneration
Committee (“RC”) and Risk Management Committee (“RMC”). More information
on these committees is set out below. The Board accepts that while these board
committees have the authority to examine particular issues and will report to the Board
their decisions and recommendations, the ultimate responsibility for the fnal decision
on all matters lies with the entire Board.
Guideline 1.3 of the Code: Disclosure
on delegation of authority by Board to
Board Committees
The Board meets at least four (4) times in a year. The frequency of meetings and
the attendance of each Director at every board and board committee meeting are
disclosed on page 38 in this Report. Ad-hoc meetings, at times over teleconference,
are held to discuss urgent matters. Article 110 of the Company’s Articles of Association
allows for participation in board meetings by means of telephone conference or any
other similar communications equipment.
Guideline 1.4 of the Code: Board to
meet regularly
Matters which are specifcally reserved for decision by the Board include those involving
business plans, material acquisitions and disposals of assets, corporate or fnancial
structuring, corporate strategy, share issuances, dividends, and shareholder matters.
Guideline 1.5 of the Code: Matters
requiring Board approval
All Directors are regularly updated by Management on the industry, business,
operations and corporate governance practices of the Group. The Company will, from
time to time, organise seminars and briefng sessions for the Directors to keep pace
with fnancial, corporate governance, regulatory and other changes. All Directors are
members of the Singapore Institute of Directors (“SID”), and eligible to receive updates
and training from SID. Directors and Senior Management are encouraged to attend
SID courses and subscribe for journal updates on matters of topical interest.
Guideline 1.6 and 1.8 of the Code:
Directors to receive appropriate training
A formal letter is provided to each Executive Director upon his appointment, setting out
the Director’s duties and obligations.
Guideline 1.7 of the Code: Formal letter
to be provided to directors setting out
duties and obligations