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THE RIGHT BALANCE COSMOSTEEL ANNUAL REPORT 2013 28
corporate
governance
The Company is committed to good standards of corporate governance to enhance corporate performance
and accountability. The Company has adopted principles and practices of corporate governance in
line with the recommendations of the Code of Corporate Governance 2012 (the “Code”) issued by the
Corporate Governance Committee as part of its continuing obligations as a listed company under the
listing manual (the “SGX-ST Listing Manual”) of the Singapore Exchange Securities Trading Limited
(“SGX-ST”).
The SGX-ST Listing Manual requires an issuer to describe their corporate governance practices with
specific reference to the principles of the Code in its annual report, as well as disclose and explain
any deviation from any guideline of the Code.
This statement outlines the policies adopted during the financial year ended 30 September 2013
(“FY2013”) and practised by the Group with specific reference to the relevant provisions of the Code.
BOARD MATTERS
Principle 1: Board’s Conduct of its Affairs
The board of directors of the Company (the “Board”) effectively leads the Company, working together
with the Company’s senior management (the “Management”) to achieve success for the Company and
its subsidiaries (the “Group”). Management remains accountable to the Board.
In addition to its statutory duties, the Board’s principal functions are:-
(a) to provide guidance and entrepreneurial leadership for the purposes of the Group’s strategic
plans, key operational initiatives, major investments and divestments and funding requirements
and to ensure that the necessary financial and human resources are in place for the Group to
meet its objectives;
(b) to approve the budget, review the performance of the business and the release of the financial
results of the Group to shareholders;
(c) to provide guidance in the overall management of the business and affairs of the Group and to
review Management’s performance;
(d) to establish a framework of prudent and effective controls to assess, manage and oversee
processes for risk management, financial reporting and compliance;
(e) to set and adopt, from time to time, internal guidelines for the relevant matters and the type
of material transactions that require Board approval, on a case by case basis as applicable;
(f) to set the Company’s values and standards and to provide guidance to Management to ensure
that the Company’s obligations to its shareholders and the public are met; and
(g) to approve the recommended framework of remuneration for the Board and key management
personnel proposed by the Remuneration Committee.
The term “key management personnel” as defined in the Code means the chief executive officer (or equivalent) and
other persons having authority and responsibility for planning, directing and controlling the activities of the company.