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 2016 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 in all
material aspects with the principles and guidelines set out in 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. The Group’s lead independent director,
Mr Christopher Chong Meng Tak coordinates activities of the independent
directors and act as principal liaison between the independent directors and
Chairman on sensitive issues. The lead independent director is also available
to shareholders where they have any concerns to be addressed, for which
contact through the non-independent Chairman is inappropriate.
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.
Role of 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 and 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 judgement 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
Governance
Disclosure Guide
General:
(a) Has the Company
complied with all
the principles and
guidelines of the
Code? If not, please
state the specific
deviations and the
alternative corporate
governance practices
adopted by the
Company in lieu of the
recommendations in
the Code.
(b) In what respect do
these alternative
corporate governance
practices achieve
the objectives of the
principles and conform
to the guidelines in
the Code.
Guideline 1.5:
What are the types of
material transactions
which require approval
from the Board?
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ASL Marine Holdings Ltd.
Annual Report 2016
