TELECHOICE INTERNATIONAL LIMITED
ANNUAL REPORT 2014
27
CORPORATE
GOVERNANCE
Our Board of Directors and Management are committed to maintaining high standards of corporate governance, to
protect the interests of our shareholders and other stakeholders.
This Report describes our corporate governance practices, with reference to the principles set out in the revised Code
of Corporate Governance issued by the Monetary Authority of Singapore on 2 May 2012 (“
Code 2012
”).
(A)
BOARD MATTERS
Principle 1: Board’s Conduct of its Affairs
Our Board is responsible for guiding our overall strategic direction, corporate governance, and providing oversight in
the proper conduct of our businesses.
The Board meets regularly to review our key activities and business strategies. Regular Board Meetings are held
quarterly to deliberate on strategic matters and policies including significant acquisitions and disposals, the annual
budget, review the performance of the business and approve the release of the quarterly and year-end reports.
Where necessary, we convene additional Board sessions to address significant transactions or developments. Unless
delegated, all transactions of the Company are approved by the Board.
Our Articles of Association provide for Directors to participate in meetings by teleconference or videoconference.
The Board has also established an Executive Committee (“
EC
”) to oversee major business and operational matters.
The EC comprises Bertie Cheng, Yen Se-Hua Stewart, Sio Tat Hiang and Lim Chai Hock Clive.
Management regularly consults and updates the EC on all major business and operational issues.
The Board is also supported by other Board committees which are delegated with specific responsibilities, as described
under “Principle 4: Board Membership” of this Report.
The Board, upon the recommendation of the Audit Committee (“
AC
”), has adopted a comprehensive set of internal
controls, which sets out the authority and approval limits for capital and operating expenditure, investments and
divestments, bank borrowings and cheque signatories arrangements at Board level. Authority and approval sub-limits
are also provided at Management levels to facilitate operational efficiency.
Management monitors changes to regulations and accounting standards closely. Updates and briefings on regulatory
requirements are conducted either during Board sessions or by circulation of papers. Directors are also encouraged to
attend seminars and training that may be relevant to their responsibilities and duties as directors, at the Company’s cost.
The Company’s practice is to issue a letter of appointment setting out the duties and obligations of new Directors
upon their appointment. New Directors are given briefings by Management on the business activities of the Group and
its strategic directions. New Directors are also given manuals containing, among others, relevant information on the
Group and information about their statutory and other responsibilities as Directors.
