Access to Information
Principle 6: In order to fulfill their responsibilities, directors should be provided with
complete, adequate and timely information prior to Board meetings and
on an on-going basis so as to enable them to make informed decisions to
discharge their duties and responsibilities.
All directors have unrestricted access to the Company’s records and information. The Board
members receive detailed quarterly management reports and budget variance reports of the
Group and all major divisions of the Group to enable them to oversee the Group’s financial and
operational performance as well as analysts’ reports to keep themapprised of analysts’ views on
the Company, the Company’s performance and market expectations. The Board members also
receive relevant information and comprehensive analysis furnished by management pertaining
to matters to be brought before the Board for discussion and decision. The independent
directors, on an ad hoc basis, speak directly and privately to the Chief Financial Officer of the
Company concerning financial matters of the Group. The AC Chair and the Chief Financial
Officer speak regularly and spoke at least 12 times last year. The independent directors also,
on an ad hoc basis, speak directly and privately to other members of the Company concerning
other matters of the Group. The independent directors have spoken many times to the officer
in charge of Vosta in the past year.
The Board and the Board Committees are furnished with complete and adequate information
in a timely manner to enable full deliberation on the issues to be considered at the respective
meetings. Board papers with sufficient background and explanatory information are circulated
at least three days before each meeting. From time to time, managerial staff, lawyers, the
Company’s auditors or external consultants engaged on specific projects are invited to attend
the Board and Board Committee’ meetings so as to provide additional insight into the matters
for discussions.
The Board organises offsite meetings which are designed to focus on strategic issues, risk and
medium and longer term direction of the Group. At these meetings, the independent directors
are updated with industry trends and developments, government and international policies
and opportunities and threats that the Group face. The Board then weights up options and sets
or revises growth targets and risk levels.
The Board has separate and independent access to the management and Company Secretary
at all times in carrying out their duties. The directors, in furtherance of their duties, are entitled
to take independent professional advice at the expense of the Company when necessary. The
Company Secretary assists the Chairman to ensure good information flows within the Board
and Board Committees as well as between the management and the independent directors.
The Company Secretary also assists the Board on compliance with regulatory requirements as
well as professional development as required.
The Company Secretary attends all Board and Board Committee meetings of the Company and
ensures that Board procedures are followed and that applicable statutory and regulatory rules
and regulations are complied with. The appointment and removal of the Company Secretary
are subject to the approval of the Board.
CORPORATE GOVERNANCE
REPORT
ASL Marine Holdings Ltd. /Annual Report 2015
34
