Page 31 - cosmosteel

The Board has adopted a set of internal guidelines setting forthmatters that require its approval. Matters
which are specifically reserved to the Board for approval include but are not limited to the following:
(i) any proposed acquisitions and disposal of assets;
(ii) any proposed changes in the capital of the Company;
(iii) any interested person transaction (as defined under chapter 9 of the Listing Manual);
(iv) dividends and other returns to shareholders; and
(v) capital expenditure or commitment exceeding S$1million per transaction which is not considered
to be in the ordinary course of business.
No new Directors have been appointed to the Board since the initial public offering of the Company’s
shares in June 2007. Newly appointed Directors, if any, will be briefed on the history and business
operations and corporate governance practices of the Group. All Directors will, if necessary, be briefed
on or memoranda will be circulated to the Directors to update them from time to time on legal or
regulatory changes, where such changes have a material bearing on the Company. The Company will
issue a formal letter of appointment to new Directors setting out their duties and obligations when
they are appointed.
The Board and sub-committees of the Board (“Committees”) meet regularly throughout the year. Ad hoc
meetings and/or discussions (including via email correspondences) are convened when circumstances
require. Details relating to the number of Board and Committee meetings held during FY2013 and the
attendance of the Directors are set out on page 32 of this Report.
Principle 2: Board Composition and Guidance
The Board exercises objective judgment independently from Management on corporate affairs of the
Group and no individual or small group of individuals dominate the decisions of the Board.
As at the date of this Report, the Board comprises seven Directors, four of whom are non-executive
Directors (“Non-Executive Directors”). Of the four Non-Executive Directors, three are independent
Directors (“Independent Directors”), representing at least one-third of the Board. The criterion for
independence is based on the definition given in the Code. The Board considers an Independent
Director as one who, inter alia, has no relationship with the Company, its related companies or its
officers that could interfere, or be reasonably perceived to interfere, with the exercise of the Director’s
independent business judgement with a view to the best interests of the Company. The Nominating
Committee reviews the independence of each Director annually and applies the Code’s definition of
who qualifies as an Independent Director in its review.
Non-Executive Directors, when presented with proposals for their consideration, evaluate the proposals
made by Management and these Directors also review the performance of Management in meeting
agreed goals and objectives and minute the reporting of performance and, where appropriate, provide
guidance to Management on different aspects of the Group’s business. The Board is supported by
three Committees, namely the Audit Committee, the Nominating Committee and the Remuneration
Committee, whose powers, functions and duties are described below.