Governance
Disclosure Guide
Guideline 15.5:
If the Company is not
paying any dividends for
the financial year, please
explain why.
The Company conducts electronic poll voting at its general meeting since
year 2015. The rules, including the voting process, were explained by the
scrutineers at such general meetings. All shareholders are entitled to vote
in accordance with the established voting rules and procedures. Voting in
absentia by mail, facsimile or e-mail is currently not allowed as such voting
methods would need to be cautiously evaluated for feasibility to ensure that
there is no compromise to the integrity of the information and the authenticity
of the shareholders’ identity. The detailed voting results, including the total
number of votes cast for or against each resolution is tallied and displayed
live on-screen to shareholders immediately after the vote has been cast.
Results will also be announced after the meeting via SGXNET. Minutes of
shareholder meetings are available upon request by shareholders.
In consideration of the dilution impact to shareholders, the Company has
voluntarily reduced the limit for non-pro rata shares issue from 20% to 15%
of the total number of issued shares in the capital of the Company with effect
from 2010 AGM.
The Board, Chairman of the AC, NC, RC and management are present at
the Company’s general meeting to address questions that shareholders
may have concerning the Group. The Company’s external auditors are also
present to address any relevant queries relating to the conduct of the audit
and the preparation and content of the auditors’ report. The Company usually
hosts a buffet and drinks for shareholders after the AGM so that they have a
further opportunity to communicate their views and discuss on affairs of the
Group with the Board and management after the meeting.
DIVIDEND POLICY
While the Company has not formally instituted a dividend policy, it has a good
track record of paying annual dividends to shareholders in the past years
since its listing in 2003. In proposing any dividend payout and/or determining
the form, frequency and/or the amount of such dividend payout, the Board
will take into account, inter alia, the Group’s financial position, retained
earnings, results of operation and cash flow, the Group’s expected working
capital requirements, the Group’s expected capital expenditure and future
expansion and investment plans and other funding requirements, general
economic conditions and other internal or external factors that may have an
impact on the business or financial performance and position of the Group.
For the financial year ended 30 June 2016, after taking into consideration
the operating requirement, cash flow position of the Group and the current
market weakness, the Board has decided not to declare any final dividends
but to conserve the cash for working capital usage.
VOLUNTARY LIMITS
The Company voluntarily limits the percentage of the enlarged share capital
to be offered by way of a private placement or such other way except on a
pro-rata basis to all shareholders to between 10-15%.
CORPORATE GOVERNANCE REPORT
52
ASL Marine Holdings Ltd.
Annual Report 2016
