CORPORATE GOVERNANCE
REPORT
The Board of Directors (the “Board”) of ASL Marine Holdings Ltd. (the “Company”) is
committed to maintaining a high standard of corporate governance.
This report covers the Company’s corporate governance practices for the financial year ended
30 June 2015 with specific reference made to the principles and guidelines of the Code of
Corporate Governance 2012 (the “Code”) issued on 2 May 2012.
The Board is pleased to confirm that the Company has complied with the Code, save for
deviation with reference to Guideline 3.1 (Chairman and CEO should be separate persons)
which is explained in this report and the Board will be appointing an Independent Chairman
(compliance with Guideline 3.1 and succession planning) by 31 October 2017, the transition
period granted by the Monetary Authority of Singapore.
BOARD MATTERS
The Board’s Conduct of 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 primary function of the Board is to protect the assets and to enhance the long-term value
of the Company for its shareholders. Besides carrying out its statutory responsibilities, the
Board oversees the businesses and affairs of the Group. It reviews and advises on overall
strategies, policies and objectives, sets goals, supervises management, monitors business
performance and goals achievement. The Board also oversees the processes of evaluating
the adequacy of internal controls, risk management, financial reporting and compliance
and assumes responsibility for overall corporate governance of the Group. Each director is
expected, in the course of carrying out his duties, to exercise independent judgment and act
in good faith in the best interests of the Company.
The Board’s approval is required for matters such as the Group’s financial plans and annual
budget, acceptance of bank facilities, major investment and divestment proposals, material
acquisitions and disposal of assets, interested person transactions of a material nature and
release of the Group’s quarterly and full year financial results to the Singapore Exchange
Securities Trading Limited (“SGX-ST”). Apart from matters that specifically require the Board’s
approval, the Board approves transactions exceeding certain threshold limits and delegates
authority for transactions below those limits to management so as to optimise operational
efficiency.
To assist the Board in the execution of its responsibilities and to provide independent oversight
of management, various Board Committees, namely the Audit Committee (“AC”), Nominating
Committee (“NC”) and Remuneration Committee (“RC”), have been constituted with clear
written terms of reference. These Committees are made up solely of independent directors and
the effectiveness of each Committee is constantly monitored by the Board.
No new director was appointed by the Company during the financial year ended 30 June 2015.
For new appointments to the Board, the newly-appointed director will be given a formal letter
setting out his duties and obligations. The newly appointed director will be briefed by the
lead independent director and management and provided with a director’s folder containing
ASL Marine Holdings Ltd. /Annual Report 2015
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